Edgar Filing: COTELLIGENT INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

COTELLIGENT, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (3-99)

COTELLIGENT, INC.

44 MONTGOMERY STREET, SUITE 4050
SAN FRANCISCO, CALIFORNIA 94104
-------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 11, 2002

To the Stockholders:

The Annual Meeting of Stockholders of Cotelligent, Inc. ("Cotelligent" or
the "Company") will be held at the Grand Hyatt Hotel in San Francisco,
California on the 11th day of June at 9:00 a.m., Pacific Daylight Saving Time,
for the following purposes:

1. To elect one Director to serve for the term specified in the attached
proxy statement and until his or her successor is elected and
qualified.

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

Only stockholders of record as of the close of business on April 24, 2002
are entitled to receive notice of and to vote at the meeting. A list of such
stockholders shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
ten days prior to the meeting, at the principal executive offices of the
Company, located at 44 Montgomery Street, Suite 4050, San Francisco, CA 94104.

By Order of the Board of Directors

/s/ Curtis J. Parker
-------------------------------
Curtis J. Parker
Executive Vice President, Chief Financial Officer,
Treasurer & Assistant Secretary

San Francisco, California
May 10, 2002

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL
IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
RETURN ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES OF
COMMON STOCK PERSONALLY EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY.

COTELLIGENT, INC.
44 MONTGOMERY STREET, SUITE 4050
SAN FRANCISCO, CALIFORNIA 94104

PROXY STATEMENT

INTRODUCTION

The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Cotelligent, Inc., a Delaware corporation (the "Company" or
"Cotelligent"), for use only at the 2002 Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Grand Hyatt Hotel in San Francisco,
California on the 11th day of June, 2002 at 9:00 a.m. Pacific Daylight Saving
Time, and at any adjournment thereof. The approximate date on which this Proxy
Statement and accompanying Proxy will first be given or sent to stockholders is
May 14, 2002.

Each Proxy executed and returned by a stockholder may be revoked at any
time thereafter by written notice to that effect to the Company, attention of
the Assistant Secretary, before the Annual Meeting, or to the Assistant
Secretary or the Inspector of Election at the Annual Meeting, or by execution
and return of a later-dated Proxy, except as to any matter voted upon before
such revocation.

Proxies in the accompanying form will be voted in accordance with the
specifications made and, where no specifications are given, such Proxies will be
voted:

. For the election of one director to serve for the term specified in
the attached Proxy Statement or until his or her successor is duly
elected or qualified.

In the discretion of the proxy holders, the Proxies will also be voted FOR or
AGAINST such other matters as may properly come before the meeting. The
selection of the Company's independent certified public accountants will not be
voted upon at the Annual Meeting; further details are provided under "Selection
of Certified Public Accountants" on page 14. Management of the Company is not
aware of any other matters to be presented for action at the meeting.

RECORD DATE AND VOTING SECURITIES

The Board of Directors has fixed the close of business on April 24, 2002 as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the Annual Meeting. The outstanding stock of the Company on
April 24, 2002 consisted of 14,900,891 shares of Common Stock, each of which is
entitled to one vote. Shares of Common Stock held by the Company are not voted.

The presence, in person or by Proxy, of the holders of a majority of the
shares of Common Stock of the Company entitled to vote at the Annual Meeting
will constitute a quorum for the transaction of business at such meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum. Assuming a quorum, the nominees receiving a
plurality of the votes of the shares of the Common Stock present in person or by
Proxy at the Annual Meeting and entitled to vote on the election of directors
will be elected as directors.

While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions and broker non-votes, the Company intends
to apply the principles set forth herein. With regard to the election of the
directors, only shares that are voted in favor of the director nominee will be
counted towards the achievement of a plurality. Votes that are withheld and
broker non-votes, if any, will have no effect on the outcome of the election of
the directors.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 24, 2002 information regarding
the beneficial ownership of the Common Stock of the Company by (i) each person
known to beneficially own more than 5% of the outstanding shares of Common
Stock, (ii) each of the Company's directors, (iii) each named executive officer
and each officer named in the Summary Compensation Table and (iv) all executive
officers and directors as a group. All persons listed have an address c/o the
Company's principal executive offices and have sole voting and investment power
with respect to their shares unless otherwise indicated.

Shares Beneficially Owned
--------------------------
Name Number Percent
---- ------ -------
James R. Lavelle (1) 1,305,308 8.1%
Daniel E. Jackson (2) 1,099,473 6.9%
FMR Corp. (3) 1,000,000 6.7%
Anthony M. Frank (4) 174,656 1.2%
Edward E. Faber (5) 146,356 1.0%
Curtis J. Parker (6) 84,117 *
Debra J. Richardson (7) 5,000 *
All executive officers and
directors as a group (6 persons) (8) 2,814,910 15.9%
*Less than 1%

(1) Includes 400,000 shares issuable upon exercise of options exercisable
within 60 days of April 24, 2002.

(2) Includes 250,000 shares issuable upon exercise of options exercisable
within 60 days of April 24, 2002.

(3) The address of the stockholder is 82 Devonshire Street, Boston,
Massachusetts, 02109. Data obtained from the stockholder's Schedule 13G,
filed with the Securities and Exchange Commission, on February 14, 2002.

(4) Includes 102,500 shares issuable upon exercise of options exercisable
within 60 days of April 24, 2002.

(5) Includes 102,500 shares issuable upon exercise of options exercisable
within 60 days of April 24, 2002.

(6) Includes 78,125 shares issuable upon exercise of options exercisable within
60 days of April 24, 2002.

(7) Includes 5,000 shares issuable upon exercise of options exercisable within
60 days of April 24, 2002.

(8) Includes 938,125 shares issuable upon exercise of options exercisable
within 60 days of April 24, 2002.

ELECTION OF DIRECTORS

The number of directors on the Board of Directors is currently fixed at
three. Pursuant to the Company's Certificate of Incorporation and By-laws, the
Board of Directors is divided into three classes, Class I, Class II and Class
III, serving staggered three-year terms. One class of directors is elected at
each annual meeting of stockholders to serve for the following three years.
Currently there is one Class III director whose term expires in 2004, one Class
II director whose terms expire in 2003 and one Class I director whose term will
expire at the Annual Meeting. Edward E. Faber and Daniel E. Jackson, who were
previously Class I directors, have resigned. Debra J. Richardson was appointed
as a Class I director and Dr. Richardson has been nominated for election to the
Board of Directors to serve for a term expiring at the Annual Meeting in 2005
and until her successor has been duly elected and qualified.

The persons named as proxies in the accompanying proxy, or their
substitutes, will vote for such nominee at the annual meeting. If, for any
reason not currently known, the nominee is not available for election, another
person or persons who may be nominated will be voted for in the discretion of
the proxy holders.

The following sets forth information concerning the nominee for election to
the Board of Directors, including her name, age, principal occupation or
employment during at least the past five years and the period during which such
person has served as a director of the Company.

NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS

For a Three-Year Term Expiring at the Annual Meeting in 2005:

Debra J. Richardson is 47 years old, and joined the Company as a director
on August 8, 2001. Dr. Richardson joined the faculty at UC Irvine in 1987, where
she researches formal quality analysis and testing methods, had developed
leading edge tools, and worked with several companies in adopting technology to
improve the quality of critical software systems. She is currently director of
the Microelectronics Innovation and Computer Research Opportunities (MICRO), one
of the University of California's Industry-Cooperative Research Programs, and is
a founding member of the UC Institute for Software Research. Dr. Richardson
holds the Ted and Janice Smith Family Foundation Endowed Chair. Dr. Richardson
earned a Doctorate of Philosophy and a Master of Science in Computer and
Information Science from the University of Massachusetts, Amherst, and received
a Bachelor of Arts degree in mathematics from Revelle College of the University
of California, San Diego.

The Board of Directors unanimously recommends that you vote FOR the election of
Debra J. Richardson as a director of the Company.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Members whose terms expire at the Annual Meeting in 2003:

James R. Lavelle is 51 years old and is the founder, Chairman of the Board
and Chief Executive Officer of the Company. Mr. Lavelle has served as Chief
Executive Officer since he founded the Company in 1993. From inception of the
Company until August 1995, Mr. Lavelle was also Chairman of the Board of the
Company, a position that he reassumed in April 1996. From 1985 to 1993, he was a
business consultant specializing in strategic marketing and organization
development. From 1983 to 1985, Mr. Lavelle was Senior Manager and Director of
Management Consulting Services for the San Francisco office of KPMG Main
Hurdman, an international accounting firm. Prior to that, he was Manager of
Management Consulting Services in the San Francisco office of Price Waterhouse
LLP, an international accounting firm. Mr. Lavelle has a bachelor's degree from
University of California at Santa Barbara and a Master of Business
Administration degree from Santa Clara University.

Members whose terms expire at the Annual Meeting in 2004:

Anthony M. Frank is 70 years old and is a director of the Company. He
joined the Company in that capacity in March 1993. In September 1994, Mr. Frank
became co-founding General Partner and Chairman of Belvedere Capital Partners,
the general partner of the California Community Financial Institutions Fund, the
primary purpose of which is investing in California community banks. From 1992
to 1994, Mr. Frank was an independent financial consultant and venture
capitalist. From March 1988 to March 1992, Mr. Frank served as the Postmaster
General of the United States. From 1971 until 1988, he served as Chairman and
Chief Executive Officer of First Nationwide Bank. Mr. Frank is a graduate of
Dartmouth College and the Tuck School of Business and was an overseer of the
Tuck School of Business. He is also a director of several companies, including
The Charles Schwab Corporation, Crescent Real Estate Equities Ltd., Temple
Inland Corporation and Bedford Properties Investors.

OTHER EXECUTIVE OFFICERS OF THE COMPANY

Name Age Position
---- --- --------
Daniel E. Jackson.........41 President and Chief Operating Officer

Curtis J. Parker..........47 Executive Vice President, Chief Financial Officer,
Treasurer & Assistant Secretary

Daniel E. Jackson is 41 years old and is President and Chief Operating
Officer of the Company. Mr. Jackson served as a director of the Company from
September 1999 until May 2002. Mr. Jackson was promoted to the position of Chief
Operating Officer and President in July 2000. Mr. Jackson served as Executive
Vice President, Chief Financial Officer and Treasurer from June 1999 until July
2000. From September 1995 until June 1999, Mr. Jackson served in the capacities
of Executive Vice President, Corporate Development and General Counsel. Mr.
Jackson served as Secretary from September 1996 until September 1997 and as
Chief Financial Officer from November 1996 until January 1998. From 1994 to
1995, Mr. Jackson served as Vice President and General Counsel of an affiliate
of Notre Venture Capital, Ltd., a partnership specializing in industry
consolidation transactions. Prior to that, he was Corporate Counsel and
Secretary of Sanifill, Inc., an environmental services company, from its
founding in 1990 through 1994. From 1986 until 1990, Mr. Jackson was an
associate at Morgan, Lewis & Bockius LLP in New York, where he practiced law in
the areas of securities and mergers and acquisitions. Mr. Jackson received a
Bachelor of Science degree in business administration from The Ohio State
University and a Juris Doctor degree from the University of Pennsylvania.

Curtis J. Parker is 47 years old and is Executive Vice President, Chief
Financial Officer, Treasurer & Assistant Secretary of the Company. From November
1996 until December 2000, Mr. Parker served as Vice President and Chief
Accounting Officer. From January 1996 until March 1996, he served as a
consultant to the Company and was appointed Corporate Controller in March 1996.
From 1988 through 1995, Mr. Parker was employed by Burns Philp Food Inc., a
manufacturer of food products, where he rose to the position of Vice President -
Finance for the Industrial Products Division. Mr. Parker has a Bachelor of
Commerce degree from the University of British Columbia and is a Certified
Public Accountant.

BOARD ORGANIZATION AND COMMITTEES

During the fiscal year ended December 31, 2001, the Board held six
meetings. Each of the directors attended at least 75% of the meetings of the
Board and the committees on which he or she served during the fiscal year ended
December 31, 2001.

The Board of Directors has established committees to perform certain of its
functions, including the Audit Committee, the Compensation Committee and the
Executive Committee. The functions of each of these committees, and its members,
are set forth below.

Audit Committee

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted accounting practices and to
issue a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes. The Board of Directors adopted a written charter for
the Audit Committee on May 3, 1999 which was last revised on October 6, 2000, a
copy of which is attached as Appendix A hereto. During the fiscal year ended
December 31, 2001, the Audit Committee met four times. The Audit Committee
currently consists of Anthony M. Frank and Debra J. Richardson. Edward E. Faber
was a member of the Audit Committee until his resignation from the Board of
Directors on May 8, 2002.

Compensation Committee

The Compensation Committee advises and makes recommendations to the Board
with respect to salaries and bonuses to be paid to officers and other employees
of the Company. The Compensation Committee also administers the Company's 1998
Long-Term Incentive Plan, the 2000 Long Term Incentive Plan and the 1999
Leveraged Stock Purchase Plan. During the fiscal year ended December 31, 2001,
the Compensation Committee met five times. The Compensation Committee currently
consists of Anthony M. Frank and Debra J. Richardson. Edward E. Faber was a
member of the Compensation Committee until his resignation from the Board of
Directors on May 8, 2002.

Executive Committee

The Executive Committee serves as the nominating committee of the Board and
generally handles other matters that are time critical and cannot be handled in
a reasonable manner by the entire Board. The Executive Committee reviews the
size and composition of the Board of Directors, apportions the directors into
classes and makes recommendations with respect to nominations for election of
directors. The Executive Committee will consider recommendations from
stockholders for nominees to serve as directors if such proposals are submitted
in writing to the Company, 44 Montgomery Street, Suite 4050, San Francisco,
California, 94104, Attention: Executive Committee. During the year ended
December 31, 2001, this committee did not meet. The full Board acted upon all
actions within the authority of the Executive Committee.

DIRECTOR COMPENSATION

Each director who is not an employee of the Company receives an annual
retainer fee of $20,000. Directors serving on a committee receive an annual fee
of $2,000 per committee membership, while directors serving on a committee as
chairperson receive an annual fee of $2,500 per committee chaired.

Each non-employee director receives an automatic annual option grant under
the 1998 Long-Term Incentive Plan to acquire 5,000 shares of Common Stock on the
date of each of the Company's annual meetings held after September 9, 1998. All
of such options have or will have an exercise price equal to the fair market
value of the Common Stock on the date of grant, are or will be exercisable
immediately except as limited by the rules and regulations of the Securities Act
of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and will expire ten years from the date
of grant. Directors are also reimbursed for out-of-pocket expenses incurred for
attending meetings of the Board of Directors or committees thereof, or for other
expenses incurred in their capacity as directors.

AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended December 31, 2001.

The Audit Committee has:

. Reviewed and discussed the Company's audited financial statements with
management;

. Discussed with Arthur Andersen LLP, the Company's independent
auditors, the matters required to be discussed by Statement on
Auditing Standards No. 61, as may be modified or supplemented; and

. Received from Arthur Andersen LLP the written disclosures and the
letter regarding its independence as required by Independence
Standards Board Standard No. 1, as may be modified or supplemented,
and discussed the auditors' independence with them.

. Received from Arthur Andersen LLP a letter confirming that audit of
the consolidated financial statements of Cotelligent and subsidiaries
as of December 31, 2001 was subject to their quality control system
for the U.S. accounting and auditing practice to provide reasonable
assurance that the audit was conducted in compliance with professional
standards, that there was appropriate continuity of Arthur Andersen
personnel working on the audit, and availability of national office
consultation. The letter further confirmed the availability of
personnel at foreign affiliates of Arthur Andersen was not relevant to
the audit.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

Audit Fees: The aggregate fees billed for services rendered for the audit
of the Company's annual financial statements (including all the Company's
subsidiaries) for the year ended December 31, 2001 and the reviews of the
financial statements included in the Company's Forms 10-Q for that fiscal year
were $179,000.

Tax Compliance and Consultation Fees: The aggregate fees billed for
services rendered by the Company principal accountants in connection with the
preparation of its Federal and State income tax returns as well as research
related to various tax matters for the year ended December 31, 2001 were
$99,000.

All Other Fees: The aggregate fees billed for services rendered by the
Company's principal accountants, other than described above, for the year ended
December 31, 2001 were $37,000.

The Company's Audit Committee has considered whether the provision of
services described above under the captions "Audit Fees" and "Tax Compliance and
Consultation Fees" are compatible with maintaining the principal accountant's
independence, and has determined that the provision of such services to the
Company does not compromise the principal accountant's independence.

Audit Committee

Anthony M. Frank (Chair)
Edward E. Faber
Debra J. Richardson

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following report of the Compensation Committee of the Board of
Directors of Cotelligent shall not be deemed incorporated by reference by any
general statement incorporating this proxy statement by reference into any
filing under the Securities Act, or under the Exchange Act, and shall not be
deemed filed under either the Securities Act or the Exchange Act except to the
extent that Cotelligent specifically incorporates this information by reference.

Overview

The key components of executive officer compensation are salary, bonus and
equity-based awards.

The members of the Compensation Committee hold primary responsibility for
determining executive officer compensation levels, subject to the terms of
executive employment agreements. The Compensation Committee is composed entirely
of independent outside directors of Cotelligent, none of whom are or have been
officers or employees of Cotelligent. The Compensation Committee has adopted a
compensation philosophy intended to align compensation with Cotelligent's
overall business strategy. The philosophy guiding the executive compensation
program is designed to link executive compensation and stockholder value. The
goals of the program are to:

. Compensate executive employees in a manner that aligns the employees'
interests with the interests of the stockholders;

. Encourage continuation of Cotelligent's entrepreneurial spirit;

. Reward executives for successful long-term strategic management;

. Recognize outstanding performance; and

. Attract and retain highly qualified and motivated executives.

The Compensation Committee believes that Cotelligent's executive
compensation program should consist primarily of base salaries, performance
bonuses and equity-based awards. The Compensation Committee has structured these
compensation elements to motivate and reward executive management for
performance that builds long-term stockholder value. In particular, base
salaries and discretionary bonuses have been designed to give Cotelligent's
executives the potential to earn in excess of competitive industry compensation
if certain subjective and objective operating and performance goals for
Cotelligent are achieved. Moreover, the Compensation Committee will continue
granting Cotelligent's executives and other key employees stock options and/or
other equity-based awards at current market value. Such options have no monetary
value to the executives unless and until the market price of Cotelligent's
Common Stock increases. In this manner, Cotelligent's executives will be
compensated as stockholder value increases. The Compensation Committee
anticipates that discretionary bonus payments and option grants made during the
fiscal year ended December 31, 2001 and thereafter were and will be based on
multiple subjective and objective measurements and criteria linked to building
long-term stockholder value.

The cash compensation paid to Cotelligent's executive officers during the
fiscal year ended December 31, 2001 was in accordance with arms-length
negotiations between Cotelligent and such executive officers. Stock option
grants were based on arms-length negotiations with the respective grantees and
were approved by the Compensation Committee.

Chief Executive Officer's Compensation

Mr. James R. Lavelle, the Company's Chairman and Chief Executive Officer,
is a party to a three-year employment agreement which was negotiated at
arms-length and became effective on January 5, 2000. This employment agreement
supercedes prior employment agreements that the Company had entered into with
Mr. Lavelle. Mr. Lavelle's employment agreement provides for a minimum base
salary of $450,000 (subject to increase by the Compensation Committee) and the
right to receive annually discretionary incentive bonuses provided by the
Compensation Committee and to receive stock option grants at the discretion of
the Compensation Committee. Mr. Lavelle may also participate in Cotelligent's
Long-Range Incentive Bonus Plan.

Mr. Lavelle was eligible for, but did not receive, a bonus during the
fiscal year ended December 31, 2001 of up to 100% of his base salary based upon
the achievement of performance objectives measured by certain quantitative and
qualitative criteria. Quantitative criteria consisted of: the stock price
performance; the earnings per share for the fiscal year; the operating profits
for the fiscal year; the market capitalization of the Company; and the number of
stock analysts covering the Company. Qualitative criteria consisted of: the
progress of the Company's branding program; Company restructuring; the
integration of acquired companies; management of executive personnel; and
investor relations.

This report is submitted by the members of the Compensation Committee.

Compensation Committee

Edward E. Faber (Chair)
Anthony M. Frank
Debra J. Richardson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of the members of the Compensation Committee are non-employee directors
of the Company and are not former officers of the Company or its subsidiaries.
No executive officer of the Company serves as a member of the board of directors
or on the compensation committee of a corporation for which any of the Company's
directors serving on the Compensation Committee or on the Board of Directors of
the Company is an executive officer.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding the
compensation earned by or awarded to the Chief Executive Officer and remaining
executive officers of the Company for the fiscal year ended December 31, 2001,
the twelve month period ended December 31, 2000 and the fiscal year ended March
31, 2000.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards

Fiscal Options/
Name and Principal Position Year Salary($) (2) Bonus($) Other($) SARs(#)
------------------------------------ -------- ------------------- ------------- -------------- ---------------

James R. Lavelle................... 2001 361,166 0 18,000(3) 0
Chairman and Chief Executive 2000(1) 450,000 0 18,000(3) 0
Officer 2000 450,000 0 18,000(3) 0
------------------------------------ -------- ------------ ---------- -------------- ------------
Daniel E. Jackson.................. 2001 302,120 0 18,000(3) 0
President and Chief Operating 2000(1) 375,000 0 5,470(4)
Officer 18,000(3) 0
2000 368,750 0 5,470(4)
18,000(3) 0
5,470(4)
------------------------------------ -------- ------------ ---------- -------------- ------------
Curtis J. Parker................... 2001 166,500 0 0 227,500
Executive Vice President, Chief 2000(1) 175,000 100,000 0 25,000
Financial Officer, Treasurer and 2000 160,000 0 0 0
Assistant Secretary
------------------------------------ -------- ------------ ---------- -------------- ------------

(1) In July 2000, the Company changed its fiscal year end from March 31 to
December 31. Accordingly, for each of the following persons identified,
compensation for the period January 1, 2000 - March 31, 2000 is included in
the twelve months ended December 31, 2000 and the fiscal year ended March
31, 2000: James R. Lavelle - $112,500, Daniel E. Jackson - $93,750, Curtis
J. Parker - $40,000.

(2) Base salary and commissions earned. Effective January 1, 2001, Mr. Lavelle
and Mr. Jackson each voluntarily took a 20% reduction in base salary to
help the Company during a difficult financial period

(3) Represents payments made as an automobile allowance.

(4) Imputed interest on below market loans. See "Certain Transactions."

Stock Option Grants Table

The following table sets forth, as to the executive officers named in the
Summary Compensation Table, information related to the grant of stock options
pursuant to the Company's 1998 Long-Term Incentive Plan during the fiscal year
ended December 31, 2001.

OPTIONS GRANTED IN THE FISCAL YEAR ENDED DECEMBER 31, 2001

Individual Grants
--------------------------------------------
Number of Percentage of Total Exercise or Potential Realizable Value
Securities Options Granted to Base Price At Assumed Annual Rates of
Underlying Employees in the Per Share Stock Price Appreciation
Name Options fiscal year ended ($/Share)(1) For Option Term ($) (2)
Granted December 31, 2001
-------------------------------------------------------------------------------------------------------
5% 10%
------- -------

James R. Lavelle 400,000(3) 7.8% $0.25 62,889 159,374
Daniel E. Jackson 250,000(4) 4.9% $0.25 39,306 99,009
Curtis J. Parker 47,500(5) 0.9% $0.25 7,468 18,926
17,500 0.3% $0.81 8,915 22,591
200,000 3.9% $0.17 21,382 54,187
10,000 0.2% $0.88 5,534 14,025

(1) The exercise price per share for all options granted is equal to the market
price of the underlying Common Stock as of the date of grant.

(2) The potential realizable value has been determined using market price on
the date the options were granted, compounded annually over ten years, net
of exercise price. These values have been determined based upon assumed
rates of appreciation and are not intended to forecast the future value or
trading prices of the Company's Common Stock. There can be no assurance
that the amounts reflected in this table will be achieved.

(3) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $12.75 to
$19.00 per share.

(4) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $12.75 to
$19.00 per share.

(5) Represents options issued under the Company's stock option exchange program
initiated in March 2001 to replace a corresponding number of options
cancelled under such program with exercise prices ranging from $9.00 to
$20.75 per share.

Stock Option Exercises and Year End Values Table

The following table shows, as to the executive officers named in the
Summary Compensation Table, information with respect to the unexercised options
to purchase Common Stock granted under the 1995 and 1998 Long-Term Incentive
Plans and held as of December 31, 2001.

VALUE OF OPTIONS AT DECEMBER 31, 2001

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

James R. Lavelle 0 0 400,000 0 4,000 0
Daniel E. Jackson 0 0 250,000 0 2,500 0
Curtis J. Parker 0 0 78,125 221,875 463 18,013

(1) Options are "in-the-money" if the closing market price of the Company's
Common Stock exceeds the exercise price of the options. The value of the
unexercised options represents the difference between the exercise price of
such options and the closing market price ($0.26) of the Company's Common
Stock on the OTC Bulletin Board on December 31, 2001.

EMPLOYMENT AGREEMENTS; COVENANTS-NOT-TO-COMPETE

Mr. James R. Lavelle, Cotelligent's Chairman and Chief Executive Officer,
is a party to a three-year employment agreement effective January 5, 2000 which,
unless terminated or not renewed by him, continues thereafter on a year-to-year
basis on the same terms and conditions. Mr. Lavelle's employment agreement
provides that, in the event of termination of employment by the Company without
cause, he shall be entitled to receive from the Company an amount equal to (i)
three times the minimum base salary, as defined in the employment agreement,
plus (ii) three times his most recent annual bonus (not including any payments
made under Cotelligent's Long-Range Bonus Incentive Plan), without regard to
whether he obtains subsequent employment. His employment agreement provides
that, in the event of a change in control of the Company where he has not
received at least five days' notice of such change in control, he will be deemed
to have been terminated without cause and shall be entitled to compensation as
respectively described in the preceding sentence. Additionally, in such event he
will not be bound by any non-compete terms in his employment agreement, as
discussed below. If given at least five days notice of such change in control,
he may elect to terminate his employment agreement and collect the respective
compensation provided above.

Mr. Daniel E. Jackson, Cotelligent's President and Chief Operating Officer,
is a party to a two-year employment agreement effective January 25, 2000 which,
unless terminated or not renewed by him, continues thereafter on a year-to-year
basis on the same terms and conditions. Mr. Jackson's employment agreement
provides that, in the event of termination of employment by the Company without
cause, he shall be entitled to receive from the Company an amount equal to (i)
two times the minimum base salary, as defined in the employment agreement, plus
(ii) two times his most recent annual bonus (not including any payments made
under Cotelligent's Long-Range Bonus Incentive Plan), without regard to whether
he obtains subsequent employment. His employment agreement provides that, in the
event of a change in control of the Company where he has not received at least
five days' notice of such change in control, he will be deemed to have been
terminated without cause and shall be entitled to compensation as respectively
described in the preceding sentence. Additionally, in such event he will not be
bound by any non-compete terms in his employment agreement, as discussed below.
If given at least five days notice of such change in control, he may elect to
terminate his employment agreement and collect the respective compensation
provided above.

In the event of a change in control, Mr. Lavelle and Mr. Jackson are
entitled to reimbursement for any excise taxes the employee incurs under Section
4999 of the Internal Revenue Code, as well as any interest or penalties related
to the excise tax and any entitlements outside of the employment agreement that
are described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code. In the
employment agreements of both, a "Change in Control" is deemed to occur if: (1)
any person or entity, other than the Company, a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of the Common Stock of the Company, or an
employee benefit plan of Company or a subsidiary of Company, acquires directly
or indirectly Beneficial Ownership (as defined in Rule 13d-3 of the Exchange
Act) of any voting security of the Company and immediately after such
acquisition such person or entity is, directly or indirectly, the Beneficial
Owner of voting securities representing 30% or more of the total voting power of
all of the then-outstanding voting securities of the Company; (2) a change in
the composition of the individuals on the Board of Directors as a result of
which fewer than one-half of the incumbent directors are directors who either
(a) had been directors of Company on the date 24 months prior to the date of the
event that constitutes a change in

control (the "original directors") or (b) were elected, or nominated with the
affirmative votes of at least a majority of the aggregate of the original
directors who were still in office at the time of the election or nomination and
the directors whose election or nomination was previously so approved; (3) the
consummation of a merger or consolidation of Company with or into another entity
or any other corporate reorganization, if more than 50% of the combined voting
power of the continuing or surviving entity's securities outstanding immediately
after such merger, consolidation or other reorganization is owned by persons who
were not stockholders of Company immediately prior to such merger, consolidation
or other reorganization; or (4) the sale, transfer or other disposition of all
or substantially all of the Company's assets.

The employment agreements of Mr. Lavelle and Mr. Jackson contain a
covenant-not-to-compete with the Company for a period of two years immediately
following the termination of employment; or, in the case of a termination
without cause, for a period of one year following the termination of his
employment; or, in the case of a Change in Control in which he is not given at
least five days' notice of such Change in Control, the covenant not-to-compete
does not apply for any period of time. If any court of competent jurisdiction
determines that the scope, time or territorial restrictions contained in the
covenant are unreasonable, the covenant-not-to-compete shall be reduced to the
maximum period permitted by such court. The compensation to which Mr. Lavelle or
Mr. Jackson is entitled, as the case may be, shall nonetheless be paid to him.

Mr. Lavelle's employment agreement calls for a minimum base salary of
$450,000. With Mr. Lavelle's consent, annual base salary paid for the fiscal
year ended December 31, 2001 was $361,166. For the fiscal year ended December
31, 2001, he was eligible for, but did not receive, a bonus based upon achieving
certain performance objectives and upon the operating results of the Company,
which objectives and results had been established by the Compensation Committee.
Pursuant to the Long-Range Bonus Incentive Plan, Mr. Lavelle is eligible for
bonuses in fiscal years 2003 and 2006 based upon the operating results of the
Company.

Mr. Jackson's employment agreement calls for a minimum base salary of
$375,000. With Mr. Jackson's consent, annual base salary paid for the fiscal
year ended December 31, 2001 was $302,120. For the fiscal year ended December
31, 2001, he was eligible for, but did not receive, a bonus based upon achieving
certain performance objectives and upon the operating results of the Company,
which objectives and results had been established by the Compensation Committee.
Pursuant to the Long-Range Bonus Incentive Plan, Mr. Jackson is eligible for
bonuses in fiscal years 2003 and 2006 based upon the operating results of the
Company.

Mr. Curtis J. Parker, as Cotelligent's Executive Vice President, Chief
Financial Officer, Treasurer and Assistant Secretary, is a party to a one-year
employment agreement effective December 19, 2000 which was extended for a
two-year period as of December 19, 2001 and then, unless terminated by either
party or not renewed by him, continues thereafter on a year-to-year basis, in
each case on the same terms and conditions. Mr. Parker's employment agreement
provides that, in the event of termination of employment by the Company without
cause, he shall be entitled to receive from the Company an amount equal to (i)
one times the Market Based Salary, as defined in the employment agreement, plus
(ii) one times his most recent annual bonus, without regard to whether he
obtains subsequent employment. His employment agreement provides that, in the
event of a Change in Control of the Company where he has not received at least
five days' notice of such change in control, he will be deemed to have been
terminated without cause and shall be entitled to compensation as respectively
described in the preceding sentence. Additionally, in such event he will not be
bound by any non-compete terms in his employment agreement, as discussed below.
If given at least five days' notice of such change in control, he may elect to
terminate his employment agreement and collect the respective compensation
provided above.

The employment agreement of Mr. Parker contains a covenant-not-to-compete
with the Company for a period of one year immediately following the termination
of employment; or, in the case of a termination without cause, for a period of
six months following the termination of his employment; or, in the case of a
Change in Control in which the he is not given at least five days' notice of
such Change in Control, the covenant not-to-compete does not apply for any
period of time. If any court of competent jurisdiction determines that the
scope, time or territorial restrictions contained in the covenant are
unreasonable, the covenant-not-to-compete shall be reduced to the maximum period
permitted by such court. The compensation to which Mr. Parker is entitled shall
nonetheless be paid to him.

Mr. Parker's employment agreement provides for a minimum base salary of
$180,000 per year. With Mr. Parker's consent, annual base salary paid for the
fiscal year ended December 31, 2001 was $166,500. For the fiscal year ended
December 31, 2001, he was eligible for, but did not receive, a discretionary
bonus of up to fifty percent (50%) of the amount of his base salary provided by
the Compensation Committee.

PERFORMANCE GRAPH

The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock from March 31, 1997
through December 31, 2001, with the cumulative total return on the Russell 2000
Index and the NASDAQ Composite Index. The comparison assumes $100, as of
February 14, 1996, the date of the Company's initial public offering (the
"Offering") was invested in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends, as applicable.
Cotelligent's Offering price of $9.00 was used as the beginning price of the
Common Stock. Dates on the following chart represent the last day of the
indicated fiscal year. Cotelligent has paid no dividends during the periods
shown.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[Graph appears here]

Company/Index March 31, March 31, March 31, March 31, December 31, December 31,
1997 1998 1999 2000 2000 2001
------------- --------- --------- --------- --------- ------------ ------------

Cotelligent, Inc. $102.78 $329.17 $98.61 $64.59 $10.42 $2.89
Russell 2000 Index $106.52 $149.47 $123.65 $167.63 $150.36 $151.90
NASDAQ Composite Index $112.01 $168.30 $225.67 $419.26 $226.51 $178.82

CERTAIN TRANSACTIONS

From May 1996 through early July 1996, the Company advanced to Daniel E.
Jackson, President and Chief Operating Officer, $250,000 to facilitate
relocation of his residence to Northern California. Of the amount due, there is
a remaining balance of $82,500. The remaining balance is evidenced by a demand
note. The note is non-interest bearing and the principal balance was originally
due July 15, 2001 or upon termination of employment if prior to the due date.
The note to cover relocation was extended by a vote of the Compensation
Committee of the Board of Directors on October 29, 2000 for three years to July
15, 2004. Since the beginning of the 2000 fiscal year, the Company has also
advanced to Mr. Jackson an aggregate amount of approximately $480,000, evidenced
by five separate unsecured demand promissory notes, three dated August 11, 1999,
one dated September 30, 1999, and one dated November 23, 1999. The purpose of
such advances was to cover margin calls made on brokerage accounts held by Mr.
Jackson. On May 5, 2000, Mr. Jackson repaid $68,270 of principal and $31,730 of
interest. The notes, although due on demand, were issued with original due dates
in 2001. These notes were also extended by a vote of the Compensation Committee
of the Board of Directors on October 29, 2001 for three years to October 29,
2004. The interest rates on these notes remained unchanged at rates between
7.75% and 8.75%. Payment of the notes is accelerated if the Company's Common
Stock reaches certain sustained target levels.

On March 31, 1996, the Company advanced to James R. Lavelle, Chairman of
the Board and Chief Executive Officer of the Company, $37,902, evidenced by an
unsecured demand promissory note bearing interest annually at a rate of 6%. The
entire amount of such advance remains outstanding. Since the beginning of the
2000 fiscal year, the Company has also advanced to Mr. Lavelle an aggregate
amount of $619,000, evidenced by seven separate unsecured demand promissory
notes. The purpose of such advances was to cover margin calls made on brokerage
accounts held by Mr. Lavelle. On May 1, 2000, Mr. Lavelle repaid $15,330 of
principal and $34,670 of interest. The notes, although due on demand, were
issued with original due dates in 2001. The notes were extended by a vote of the
Compensation Committee of the Board of Directors on October 29, 2001 for three
years to October 29, 2004. The interest rates on these notes remain unchanged at
rates between 7.75% and 8.25%. Payment of the notes is accelerated if the
Company's Common Stock reaches certain sustained target levels.

On September 8, 1999, the stockholders approved the Cotelligent, Inc. 1999
Leveraged Stock Purchase Plan (the "LSPP") which authorizes the purchase of
shares of Common Stock by eligible employees who are selected by the
Compensation Committee of the Board to participate in the LSPP on terms and
conditions determined by the Compensation Committee. Since the LSPP's inception
through March 31, 2000, Mr. Lavelle has been issued 750,000 shares of Common
Stock and Mr. Jackson has been issued 736,842 shares of Common Stock. Shares
issued under the LSPP resulted in notes receivable from Mr. Lavelle for
$2,671,875 at 5.93% interest, and from Mr. Jackson for $2,625,000 at 5.93%
interest. The total principal amount of the notes remains outstanding. The notes
(1) are secured by the pledge of Common Stock issued; (2) are full recourse as
to the employee, except that in the case of death, disability, termination by
the Company without cause or a change of control of the Company, recourse
against the employees is limited to the pledged stock; and (3) have a term of
five years from date of issuance, provided that if the stock is sold, the loan
shall be prepaid, and if the stock is not sold, the loan may not be prepaid. The
Common Stock issued under the LSPP is restricted from sale in the open market
for a period of two years from the date of issuance, provided, however, that in
the case of death, disability, termination by the Company without cause or
change of control of the Company, the Common Stock may be sold and the proceeds
used to repay the loan.

SELECTION OF CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee of the Company is currently reviewing bids from firms
of certified public accountants, including Arthur Andersen LLP, the Company's
current certified public accountant. During its tenure as the Company's
certified public accountants, Arthur Anderson's reports on the Company's
consolidated financial statements at and for the years ended December 31, 2001
and 2000 did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. During the period covered by our consolidated financial statements
at and for the years ended December 31, 2001 and 2000 through the date of the
Annual Meeting, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to Arthur Andersen's satisfaction, would have
caused it to make reference to the subject matter in conjunction with its report
on our consolidated financial statements for such years. Further, there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the "SEC").
Such persons are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by the
Company with respect to the fiscal year ended December 31, 2001, or written
representations from certain reporting persons, to the best of the Company's
knowledge, all forms were filed on a timely basis.

STOCKHOLDER PROPOSALS

Stockholders who intend to present proposals at the 2003 Annual Meeting
under SEC Rule 14a-8 must insure that such proposals are received by the
Secretary of the Company not later than January 14, 2003. Such proposals must
meet the requirements of the SEC to be eligible for inclusion in the Company's
2003 proxy materials. In order for a proposal submitted outside of Rule 14a-8 to
be considered "timely" within the meaning of SEC Rule 14a-4 (c), such proposal
must comply with the advance notice provisions of our By-laws. The amendment and
restatement of our By-laws to include these advance notice provisions was
adopted on May 8, 2002 and publicly disclosed in our Current Report on Form 8-K
which was filed with the SEC on May 9, 2002.

The advance notice provisions of our By-laws require that, in order to be
properly brought before the 2003 Annual Meeting, a stockholder's notice of the
matter the shareholder wishes to present must be delivered to the Secretary of
the Company not less than 90 nor more than 120 days prior to the first
anniversary of the date of this year's Annual Meeting. As a result, any notice
given by or on behalf of a stockholder pursuant to these provisions of our
By-laws must be received no earlier than February 11, 2003 nor later than March
13, 2003. For the upcoming 2002 Annual Meeting, pursuant to the advance notice
provisions of our By-laws, written notice of stockholder nominees or any other
stockholder proposals to be presented at the 2002 Annual Meeting must be
delivered to the Secretary of the Company at 44 Montgomery Street, Suite 4050,
San Francisco, California 94114, no later than May 20, 2002.

GENERAL

Management does not intend to bring any business before the meeting other
than the matters referred to in the accompanying notice. If, however, any other
matters properly come before the meeting, it is intended that the persons named
in the accompanying proxy will vote pursuant to the proxy in accordance with
their best judgment on such matters.

A copy of the Company's most recent Annual Report on Form 10-K will be made
available without charge upon written request to: Cotelligent, Inc., 44
Montgomery St., Ste. 4050, San Francisco, California, 94104, Attention: Investor
Relations Administrator.

OTHER INFORMATION

The cost of solicitation of Proxies will be borne by the Company. Proxy
cards and materials will also be distributed to beneficial owners of Common
Stock through brokers, custodians, nominees and other like parties, and the
Company expects to reimburse such parties for their charges and expenses.

/s/ Curtis J. Parker
--------------------------------------------------
Curtis J. Parker
Executive Vice President, Chief Financial Officer,
Treasurer & Assistant Secretary
San Francisco, California
May 10, 2002

Appendix A

COTELLIGENT, INC.

Revised Audit Committee Charter

I. Membership

There shall be a committee of the Board of Directors of Cotelligent, Inc.
("the Corporation") to be known as the Audit Committee ("the Committee").
The Committee shall be comprised of at lease three directors elected by the
Board of Directors for a term of one year. Each such director shall be
independent of the management of the Corporation and free of any
relationship that would interfere with their exercise of independent
judgement as committee members. A chairperson shall be designated by the
Board of Directors.

II. Statement of Policy

The Committee shall provide assistance to the Board of Directors ("the
Board") in fulfilling the directors' responsibility to the stockholders,
potential stockholders, and investment community relating to corporate
accounting, reporting practices of the Corporation and the quality and
integrity of the financial reports of the Corporation. The independent
auditors ultimately are accountable to the Board and the Committee. The
Board and the Committee have ultimate power to hire or remove the
independent auditors. The Committee shall maintain free and open
communication among directors, independent auditors, internal auditors and
financial management of the Corporation.

III. Responsibilities

In carrying out its responsibilities, the Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the Committee will:

1. Have a comprehensive understanding of the Corporation's business
including: economic trends and effects on the industry, competition,
market share and other competitive forces, regulatory constraints and
requirements, key performance indicators, and sources of revenue,
including significant customers.

2. Understand the financial reporting process in order to gain assurance
that it will generate the information necessary to manage the
Corporation and properly report on its operations.

3. Each member of the committee shall be financially literate, as such
qualification is interpreted by the Board in its business judgement,
or must become financially literate within a reasonable period of time
after his or her appointment to the Committee.

4. At lease one member of the Committee must have accounting or related
financial management expertise, as the Board interprets such
qualification in its business judgement.

5. Provide an open avenue of communication between management, the
internal auditor, the independent accountant, and the Board.

6. Review and update the Committee's charter annually.

7. Recommend to the Board: the nomination of independent accountants,
review the compensation of the independent accountant, and review and
recommend to the Board the discharge of the independent accountants.

8. Review and concur with management on the appointment, replacement,
reassignment, or dismissal of the manager of internal auditing.

9. Confirm and assure the independence of the internal auditor and the
independent accountant, including a review of management consulting
services for accounting/tax matters and related fees provided by the
independent accountant.

10. Inquire of management, the manager of internal auditing, and the
independent accountant about significant risks or exposures and assess
the steps management has taken to minimize such risk to the
Corporation.

11. Consider, in consultation with management, the independent accountant,
and the manager of internal auditing, the audit scope and plan of the
internal auditor and the independent accountant.

12. Consider with management and the independent accountant the rationale
for employing audit firms other than the principal independent
accountant.

13. Review with management, the manager of internal auditing, and the
independent accountant the coordination of audit effort to assure
completeness of coverage, reduction of redundant efforts and effective
use of audit resources.

14. Consider and review with management and the manager of internal
auditing, significant findings during the year including: difficulties
encountered in the course of the audits, including any restrictions on
the scope of the work or access to required information, and the
management letter prepared by the independent accountants.

15. Gain assurance that filings with the SEC and other published documents
containing the Corporation's financial statements are consistent with
the Corporation's financial statements.

16. Monitor on an exception basis compliance with the Corporation's code
of ethics.

DETACH HERE

PROXY

COTELLIGENT, INC.

44 MONTGOMERY STREET, SUITE 4050
SAN FRANCISCO, CALIFORNIA 94104

This Proxy is solicited on behalf of the Board of Directors of Cotelligent,
Inc., a Delaware corporation (the "Company" or "Cotelligent"), for use only at
the 2002 Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Grand Hyatt Hotel, San Francisco, 345 Stockton Street, California on the 11th
day of June, 2002 at 9:00 a.m., Pacific Daylight Saving Time, and at any
adjournments thereof. The approximate date on which this Proxy and accompanying
Proxy Statement will first be given or sent to stockholders is May 14, 2002.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SEE REVERSE
SIDE SIDE

COTELLIGENT, INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

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FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:

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Statement and Proxy Card. Statement and Proxy Card.

2. Call the Toll-Free Number 2. Go to the Website
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3. Enter your Voter Control Number 3. Enter your Voter Control Number
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your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.

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anytime!

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DETACH HERE

Please mark
[X] votes as in
this example.

1. Election of Director.

Nominee: (01) Debra J. Richardson (three-year term)

WITHHELD
FOR FROM
NOMINEE [_] [_] NOMINEE

MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT [_]

Please sign this proxy exactly as
name appears hereon. When shares
are held by joint tenants, both
should sign. When signing as
attorney, administrator, trustee
or guardian, please give full
title as such.

SIGNATURE:________________ DATE: SIGNATURE:_________________ DATE: