The annual meeting of stockholders of Tor Minerals International, Inc., a Delaware corporation, will be held at the Omni Marina Hotel, 707 N. Shoreline, Corpus Christi, Texas in the Marina View Room (ground floor), on Friday, May 20, 2005, at 9:00 a.m., local time, for the following purposes:

The board of directors has established the close of business on March 20, 2005, as the record date for determining stockholders entitled to notice of and to vote at the meeting.

Even if you plan to attend the meeting,

we urge you to mark, sign and date the

enclosed proxy and return it promptly

in the enclosed envelope.

This proxy statement and accompanying proxy is furnished by TOR Minerals International, Inc. in connection with the solicitation of proxies by the board of directors to be used at the annual meeting of stockholders to be held at 9:00 a.m. (local time) on May 20, 2005, at the Omni Marina Hotel, 707 N. Shoreline, Corpus Christi, Texas, and at any adjournment thereof. This proxy statement and the enclosed proxy were mailed on or about April 15, 2005.

Our company will bear the cost of soliciting the proxies. In addition to being solicited by mail, proxies may be solicited by personal interview, telephone and telegram by directors, officers and employees of our company. Our company expects to reimburse brokers or other persons for their reasonable out-of-pocket expenses in forwarding proxy material to the beneficial owner.

Any proxy may be revoked at any time prior to its exercise by written notice to the Secretary of our company, by submission of another proxy having a later date or by voting in person at the meeting. No notice of revocation or later dated proxy, however, will be effective until received by our company at or prior to the annual meeting. Properly executed proxies in the accompanying form, received in due time and not previously revoked, will be voted at the annual meeting or any adjournment thereof as specified therein by the person giving the proxy, but if no specification is made, the shares represented by the proxy will be voted in favor of the proposals shown thereon.

Only stockholders of record at the close of business on March 21, 2005 will be entitled to notice of and to vote at the annual meeting. There were outstanding at the close of business on March 21, 2005, 7,797,553 shares of our company's common stock, each of which is entitled to one vote per share in person or by proxy. The common stock is the only class of capital stock outstanding and entitled to vote at the annual meeting. The holders of a majority of the total shares of common stock issued and outstanding and entitled to vote at the meeting, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the annual meeting. A quorum being present at the annual meeting, the affirmative note of the holders of a plurality of the shares of common stock voting at the meeting is required for the election of directors pursuant to Proposal 1, and the affirmative vote of at least a majority of the shares present, in person or by proxy, at the annual meeting is required with regard to Proposal 2. Neither our company's Certificate of Incorporation nor our by-laws provide for cumulative voting rights. Abstentions and broker non-votes are each counted to determine the number of shares present at the meeting, and thus, are counted in establishing a quorum. Broker non-votes will not be counted in determining the number of shares voted for or against the proposed matters, and therefore will not affect the outcome of the vote. Abstentions on a particular item (other than the election of directors) will be counted as present and entitled to vote for purposes of any item on which the abstention is noted, thus having the effect of a "no" vote as to that proposal. With regard to the election of directors, votes may be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect.

The following table sets forth information with respect to those persons known to the Company who, as of March 21, 2005, own or may be deemed to own beneficially more than five percent of the Common Stock of the Company.

(See following footnotes)

Our company's by-laws provide that the board of directors shall consist of not more than nine members. At the annual meeting, nine directors are to be elected to the board of directors, each to hold office until the 2006 annual meeting or until his successor is elected and qualified. The persons named as proxies in the enclosed proxy card, who have been designated by the board of directors, unless otherwise instructed in such proxy, intend to vote the shares represented by the proxy for the election of the nominees listed in the table below for the office of director of our company. The nominees have been proposed by the board of directors. If any such nominee should become unavailable for election, the persons named as proxies intend to vote for such substitute nominee as may be proposed by the board of directors, unless otherwise instructed in such proxy. No circumstances are now known, however, that would prevent any of the nominees from serving and the nominees have agreed to serve if elected.

The information appearing below with respect to the business experience during the past five years of each nominee for director, directorships held and age has been furnished by each director as of February 28, 2005. All of the nominees are presently directors of our company.

The following information regarding the principal occupations and other employment of the nominees during the past five years and their directorships in certain companies is as reported by the respective nominees:

Richard L. Bowers, age 62, has served as a director of our company since 1999, and was elected president and chief executive officer of our company in May 2001. In 1995, Mr. Bowers was elected director of Environmental Analytics, Inc., a Houston, Texas based environmental services business, of which Mr. Bowers is also an owner.

John J. Buckley, CPA, MBA, age 49, was appointed to the board by a majority of independent directors in March, 2004. Mr. Buckley was elected general partner of Buckley and Associates, L.L.P. in 1991. Mr. Buckley is currently a director of American Bank, a Corpus Christi, Texas based bank since 2000. From 1994-1999, he served on the board of the Young Men's Christian Association, and, from 1993 to 1999, he served on the board of Paloma Broadcasting local owners of rights to Fox Broadcasting and Telemundo.

W. Craig Epperson, age 62, has served as a director of our company since 1999. Mr. Epperson became president and managing partner of Crane Inspection & Certification Bureau LLC in 1999. He was elected executive vice president and co-owner of The Automation Group, Inc., a Houston, Texas based energy services business as well as president and co-owner of Compass Staffing, Inc. in 1997.

David A. Hartman, age 68, has served as a director of our company since 2001. Mr. Hartman has been Chairman and CEO of the Hartman Foundation Inc. and Hartman & Associates, Inc. since 1999 and 1988 respectively. Mr. Hartman also serves as a director of several foundations and private companies. The D and CH Trust acquired 500,000 convertible debentures and 100,000 shares of common stock in our company's private placement on April 5, 2001. Pursuant to a written agreement in connection with this transaction, The D and CH Trust was permitted to designate one person as a director of our company, and Mr. Hartman was selected. David A. Hartman is the father of Douglas M. Hartman.

Douglas M. Hartman, MBA, age 37, has served as a director of our company since 2001. Mr. Hartman has served as president and chief operating officer of Hartman Foundation Inc. and Hartman & Associates, Inc. since 1999. He also served as vice president of Hartland Bank, N.A., from 1995-1999. The Douglas MacDonald Hartman Family Irrevocable Trust acquired 500,000 convertible debentures and 100,000 shares of common stock in our company's private placement on April 5, 2001. Pursuant to a written agreement, The Douglas MacDonald Hartman Family Irrevocable Trust was permitted to designate one person as a director of our company, and Mr. Hartman was selected.

Lim Si Boon, age 38, has served as a director of our company since 2000. Mr. Lim also has served as director of TOR Minerals (M) Sdn. Bhd. since 1999, director of Megamin Ventures Sdn. Bhd. since 2000. Mr. Lim also serves on the board of a number of private companies.

Thomas W. Pauken, Esq, age 61, has served as a director of our company since 1999. Mr. Pauken is a member of the Board of Tutogen Medical, Inc. since June 2000. Mr. Pauken has been President of TWP, Inc. since 1990.

Bernard A. Paulson, age 76, has served as a director of our company since 1992. Mr. Paulson has served as chairman of the board of our company since May 2001. Since 1996, Mr. Paulson has served as chairman of The Automation Group, Inc. In 1999, Mr. Paulson was elected director, Orion Refining Corporation. From 1981 to 1988, Mr. Paulson served as president of Koch Refining Company.

Tan Chin-Yong, Ph.D., age 40, has served as a director of our company since 2001. Dr. Tan has also served as director of Revox Electronics Sdn. Bhd. and Revox (Asia) Pte. Ltd. since 1998, served as a director of AUZ Corporation Sdn Bhd Property Development since 2002, and has served as a director to TOR Minerals (M) Sdn. Bhd. since 2001. Dr. Tan has served as a director of Meru Valley Resort Bhd. since 1999, and also serves on the board of a number of private companies.

During the year ended December 31, 2004, there were four regularly scheduled meetings of the board of directors. No incumbent director attended less than 100% of the aggregate of all meetings of the board of directors and of the committees of the board of directors on which such director served. The board of directors has no formal policy regarding director attendance at the annual meeting; however, the 2004 annual meeting of shareholders was attended by all of the company's directors, which includes all of the nominee directors who were appointed to the Board in May 2004.

The board of directors consists of a majority of independent directors as such term is defined in the Nasdaq Stock Market Marketplace Rules. The board of directors has determined that Messrs. Buckley, Epperson, David Hartman, Douglas Hartman, Lim, Pauken, Paulson and Tan are independent.

Non-employee members of the board of directors are compensated by our company for board meetings attended in the amount of $1,000, and a quarterly retainer of $1,500 with the chairman receiving an additional $500 per quarter. All directors are reimbursed for their reasonable travel expenses incurred in attending meetings of the board of directors or any committee of the board of directors or otherwise in connection with their service as a director. Additionally, compensation of $500 is paid to the non-employee directors for each committee meeting attended. On November 19, 2004, the directors approved an increase in the fee for the Audit Committee chairman to $1,000 for each committee meeting beginning in 2005.

Employee directors receive no additional compensation for service on the board of directors or on committees of the board of directors.

Officers, directors and greater than ten-percent stockholders are required by Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, our company believes that during the fiscal year ended December 3l, 2003, all filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with.

The board of directors has three standing committees: an Audit Committee, Compensation and Incentive Plan Committee and an Executive Committee.

The Audit Committee is the communication link between the board of directors and our independent auditors. In addition to recommending the appointment of the independent auditors to the board of directors, the Audit Committee reviews the scope of the audit, the accounting policies and reporting practices, internal control, compliance with our policies regarding business conduct and other matters as deemed appropriate.

The following is the report of the Audit Committee with respect to our company's audited consolidated financial statements for the fiscal year ended December 31, 2004, which include the consolidated balance sheets of our company as of December 31, 2004, and 2003, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 2004. The information contained in this report shall not be deemed to be "soliciting material" or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that our company specifically incorporates it by reference in such filing.

The Audit Committee has reviewed and discussed our company's audited consolidated financial statements with management.

The Audit Committee held four meetings in conjunction with the full board of directors during our company's fiscal year ended December 31, 2004. In July 2004, the Audit Committee accepted the resignation of Ernst & Young LLP, our company's previous independent accountants, and engaged UHY Mann Frankfort Stein & Lipp CPAs, LLP, effective August 16, 2004, to act as the new principal independent accountant for our company and its subsidiaries. The Audit Committee has discussed with UHY Mann Frankfort Stein & Lipp CPAs, LLP the matters required to be discussed by AU Section 380 (Codification of Auditing Standards) that includes, among other items, matters related to the conduct of the audit of our company's consolidated financial statements.

The Audit Committee has received written disclosure in a letter from UHY Mann Frankfort Stein & Lipp CPAs, LLP confirming their independence from our company and our related entities within the meaning of the Securities Acts administered by the Securities and Exchange Commission and has discussed with UHY Mann Frankfort Stein & Lipp CPAs, LLP their independence from our company.

Based on the review and discussions referred to above, and subject to ratification by the stockholders, the Audit Committee recommended to the board of directors that UHY Mann Frankfort Stein & Lipp CPAs, LLP be reappointed as the independent auditors for the year 2005 and that our company's audited consolidated financial statements be included in our company's annual report on Form 10-KSB for the fiscal year ended December 31, 2004.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Ernst & Young LLP ("E&Y") was our principal auditor until August 16, 2004. We subsequently engaged UHY Mann Frankfort Stein & Lipp CPAs, LLP ("UHY"). Fees for audit services for the years ended December 31, 2003 and December 31, 2004 were approximately $186,802 and $197,000, respectively. For 2004, we paid E&Y $76,194. The estimated costs to complete the 2004 audit are approximately $121,000 based on our engagement letter with UHY. The audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultations and research work necessary to comply with accounting principles generally accepted in the United States of America.

We incurred audit-related fees of $9,632 for the year ended December 31, 2004 in connection with review and consultation on our placement of common and preferred stock in early 2004. The fees were paid to E&Y, who was our principal auditor prior to August 16, 2004. There were no audit-related fees for the year ended December 31, 2003.

Tax Fees

We incurred tax related fees for the years ended December 31, 2003, and 2004 of approximately $6,950 and $19,750, respectively. For 2003, we paid E&Y $6,950, and for 2004, we paid E&Y $9,750. The estimated tax fees for UHY to prepare the 2004 tax returns are $10,000. Tax fees include professional services provided for tax compliance, tax advice, tax planning and tax audits.

There were no other fees during fiscal years 2004 and 2003.

The Audit Committee has pre-approved audit related and non-audit services not prohibited by law to be performed by the company's independent auditors and associated fees up to a maximum non-audit service of $25,000. The term of the pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve a service not included in the general pre-approval and any proposed services exceeding pre-approved cost levels or budgeted amounts, provided that the Chairman shall report any decisions to pre-approve such audit related or non-audit services and fees to the full Audit Committee at its next regular meeting.

The Compensation and Incentive Plan Committee is composed entirely of disinterested non-employee directors consisting of Messrs. David Hartman, Pauken (Chairman) and Lim, all of whom are independent directors as defined in the Nasdaq Stock Market Marketplace rules. The Compensation and Incentive Plan Committee met four times in 2004.

The Compensation and Incentive Plan Committee formulates and presents to the board of directors recommendations as to the base salaries for all officers of our company. The Compensation and Incentive Plan Committee specifically reviews, approves, and establishes the compensation for the President and Chief Executive Officer. This committee is authorized to select persons to receive awards under our company's 2000 Incentive Plan, to determine the terms and provisions of the awards, if any, the amount of the awards, to review persons selected for bonuses and otherwise administer our company's 2000 Incentive Plan to the full extent provided in such Incentive Plan.

Since September 2002, our company has had an Executive Committee composed of Messrs. Richard Bowers, David Hartman, chairman, Bernard Paulson, Thomas Pauken and Dr. Tan Chin Yong to advise the president and chief executive officer in matters of capital debt, contract negotiations and other situations that may arise. The committee met once in 2004.

The company does not have a standing nominating committee or a committee performing similar functions. The board of directors believes that it is appropriate for the company not to have such a committee because director nominees have historically been selected by the board of directors, eight members of which are considered independent. In accordance with the Nasdaq Stock Market Marketplace rules, a majority of the company's independent directors will recommend director nominees for the board's selection. Because the company does not maintain a standing nominating committee, it has no written charter; however, the company has adopted the nomination policy described in this section by board resolution.

The board of directors has no minimum qualifications that nominees must meet in order to be considered. In the fulfillment of their responsibilities to identify and recommend to the board of directors individuals qualified to become board members, the independent directors will take into account all factors they consider appropriate, which may include experience, accomplishments, education, understanding of the business and the industry in which it operates, specific skills, general business acumen and the highest personal and professional integrity. Generally, the independent directors will first consider current board members because they meet the criteria listed above and possess an in depth knowledge of the company, its history, strengths, weaknesses, goals and objectives. This level of knowledge has proven very valuable to the company. All nominees to the board were approved by a majority of the company's independent directors.

The independent directors will consider stockholder recommendations for candidates to serve on the board of directors. In order to provide the independent directors time to evaluate candidates prior to submission to the stockholders for vote at the Annual Meeting, stockholders desiring to recommend a candidate must submit a recommendation to the Secretary of the company at the company's corporate office by February 14, 2006. The recommendation must contain the following: (i) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the stockholder is a holder of record of stock of the company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iv) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by a majority of independent directors and (v) the consent of each nominee to serve as a director of the company if so elected.

The board of directors has adopted a formal policy by which stockholders may communicate with members of the board of directors by mail addressed to an individual member of the board, to the full board, or to a particular committee of the board, at the following address: c/o Corporate Secretary, TOR Minerals, Inc. 722 Burleson Street, P.O. Box 2544, Corpus Christi, Texas 78403. This information is also available on the company's website at www.torminerals.com.

The company has adopted a Code of Ethics and Business Conduct that applies to all directors and employees, including the company's principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. The Code of Ethics and Business Conduct may be found on our website at www.torminerals.com.

The following table sets forth information concerning cash compensation paid by the Company to the President and Chief Executive Officer, the Executive Vice President, the Senior Vice President and Vice President:

Our company raised $1,000,000 through the placement of convertible preferred stock and $2,500,000 in January 2004 through a private placement of common stock. The proceeds of the private placement were used to pay amounts owed under the Company's domestic line of credit, related party loans from David Hartman and Douglas Hartman and for working capital purposes. In the private placement, our company issued 526,316 shares of its common stock to existing shareholders and new institutional holders at a price of $4.75 per share. The company agreed to prepare and file with the Securities and Exchange Commission a registration statement with respect to the issuance of the shares of common stock from the private placement, which was declared effective in October 2004.

Our company issued 200,000 shares of convertible preferred stock at a price of $5.00 per share. The convertible preferred stock has a six percent coupon rate, and each preferred share is convertible into 0.84 shares of common stock and is redeemable at the option of our company after two years. Terms of the convertible preferred stock were agreed to in arms length negotiations with the investors. Thomas W. Pauken, one of our company's directors, purchased 5,000 shares of our convertible preferred stock in the placement.

We entered into a loan and security agreement on April 5, 2001 with the Company's Chairman of the Board, Bernard Paulson, a 15.5% shareholder, through Paulson Ranch, Ltd.  Paulson Ranch made a loan to TOR in the amount of $600,000 with an interest rate of 10.0%.  The loan, which is subordinate to Bank of America, N.A., is secured by the Company's assets.  The principal balance outstanding on December 31, 2003 was $230,735.  On February 6, 2004, we paid the outstanding principal balance of $230,735 to Paulson Ranch.

On December 12, 2003, we entered into a loan and security agreement with the Company's Chairman of the Board, Bernard Paulson through the Paulson Ranch, Ltd., under which Paulson Ranch made a loan to TOR in the amount $500,000 with a variable interest rate of 4% per annum above the "Wall Street Journal Prime Rate".  The loan, which is subordinate to Bank of America, N.A. and to the April 5, 2001 loan with Paulson Ranch, is secured by the Company's assets.  Principal is due and payable on or before February 15, 2005.  Accrued interest is paid monthly.  The principal balance outstanding on December 31, 2004 was $500,000.  The loan proceeds were used for working capital.  On February 1, 2005, this loan was extended under the same terms and conditions to February 15, 2006.

On December 12, 2003, we entered into a loan and security agreement with David Hartman, a member of our Board of Directors and a 7.9% shareholder, through The D & CH Trust, under which the D &CH Trust made a loan to TOR in the amount $250,000 with a variable interest rate of 4% per annum above the "Wall Street Journal Prime Rate".  The loan, which is subordinate to Bank of America, N.A. and to the April 5, 2001 loan with Paulson Ranch, is secured by the Company's assets.  We paid the outstanding principal balance of $250,000 and accrued interest to the D & CH Trust on February 6, 2004.  The loan proceeds were used for working capital.

On December 12, 2003, we entered into a loan and security agreement with Douglas Hartman, a member of our Board of Directors and a 7.9% shareholder, through The Douglas MacDonald Hartman Family Irrevocable Trust (the "Trust"), under which the Trust made a loan to the Company in the amount $250,000 with a variable interest rate of 4% per annum above the "Wall Street Journal Prime Rate".  The loan, which is subordinate to Bank of America, N.A. and to the April 5, 2001 loan with Paulson Ranch, is secured by the Company's assets.  We paid the outstanding balance of $250,000 and accrued interest to the Trust on February 6, 2004.  The loan proceeds were used for working capital.

Upon the recommendation of the Audit Committee, the board of directors has approved the retention of UHY Mann Frankfort Stein & Lipp CPAs, LLP, certified public accountants, to serve as independent auditors of our company for the year ending December 31, 2005, subject to ratification of such approval by our company's stockholders. Although stockholder ratification is not required for the selection of UHY Mann Frankfort Stein & Lipp CPAs, LLP, and although such ratification will not obligate the Company to continue the services of such firm, the board of directors is submitting the selection for ratification with a view towards soliciting the stockholders' opinion thereof, which may be taken into consideration in future deliberations. If the appointment is not ratified, the board of directors must then determine whether to appoint other auditors before the end of the current fiscal year, and in such case, stockholders' opinions would be taken into consideration. Representatives will be present at the annual meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

In July 2004, the Audit Committee accepted the resignation of Ernst & Young LLP, our company's previous independent accountants, effective upon the completion of the quarterly review of the Company's fiscal quarter ending June 30, 2004, and engaged UHY Mann Frankfort Stein & Lipp CPAs, LLP, effective August 16, 2004, to act as the new principal independent accountant for our company and its subsidiaries. The reports of Ernst & Young LLP on the consolidated financial statements of our company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except for a modification as to uncertainty about our company's ability to continue as a going concern as described in the consolidated financial statements of our company for the fiscal year ended December 31, 2002. In connection with the audits of our company's consolidated financial statements for each of the two fiscal years ended December 31, 2002 and 2003 and in the subsequent interim periods, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference thereto to the matter in their report.

Pursuant to various rules promulgated by the Securities and Exchange Commission, a stockholder that seeks to include a proposal in our company's proxy statement and form of proxy card for the 2006 annual meeting of the stockholders of our company must timely submit such proposal in accordance with Securities and Exchange Commission Rule 14a-8 to our company, addressed to Elizabeth K. Morgan, 722 Burleson Street, Post Office Box 2544, Corpus Christi, Texas 78403 no later than December 16, 2005 . Any stockholder proposal that is not submitted for inclusion in our company's proxy statement but is instead sought to be presented at the 2006 Annual Meeting must be delivered to or mailed and received by the Secretary at our principal executive office no later than March 1, 2006. The company's proxies will vote the shares represented by the proxies held by them in accordance with their judgment on such matters if (i) the proposal is received outside of the timeframe outlined above or (ii) the company receives timely notice of such proposal and advises its stockholders in its 2006 Proxy Statement about the nature of the matter and how management intends to vote.

With respect to business to be brought before the annual meeting, our company has not received any notices from stockholders that our company is required to include in this proxy statement.

The undersigned stockholder(s) of TOR MINERALS INTERNATIONAL, INC., hereby constitutes and appoints RICHARD L. BOWERS and LAWRENCE W. HAAS or either of them, the true and lawful attorney-in-fact for the undersigned, with full powers of substitution, and hereby authorizes them to represent and to vote, as designated below, the common stock held of record by the undersigned on March 21, 2005 at the annual meeting of stockholders of our company to be held in the Marina View Room at the Omni Marina Hotel, Corpus Christi, Texas, at 9:00 a.m. local time, May 20, 2005 and at any adjournment(s) thereof in the transaction of the following business:

Please sign exactly as name appears on your stock certificate(s). When shares are held by joint tenants or tenants in common, both should sign below. When signing as attorney, executor, administrator, receiver, trustee or guardian, please so specify below. When signing as a corporation, please sign in full corporate name and have signed by the president or other duly authorized officer(s). If a partnership, please have signed in the partnership name by the authorized person(s).

Dated ______________, 2005

_______________________________

(Signature)

_______________________________

(Signature if held jointly)

PLEASE MARK, SIGN, DATE, AND RETURN THIS

PROXY CARD PROMPTLY USING THE ENCLOSED

ENVELOPE.