Edgar Filing: OCEAN BIO CHEM INC

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

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Ocean Bio-Chem, Inc.
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OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314

April 27, 2009

To our Stockholders:

I am pleased to invite you to attend the Annual Meeting of Stockholders of
Ocean Bio-Chem, Inc. to be held on Friday, June 12, 2009 at 10:00 a.m. (Eastern
Standard Time) at the Company's corporate offices located at 4041 S. W. 47th
Avenue, Fort Lauderdale, Florida 33314.

We are pleased to have utilized the Securities and Exchange Commission rule
allowing companies to furnish proxy materials to their shareholders over the
Internet. We believe that the e-proxy process will expedite our shareholders'
receipt of proxy materials, lower the costs of distribution and reduce the
environmental impact of our annual meeting.

In accordance with this rule, we sent shareholders of record at the close
of business on April 13, 2009 a Notice of Internet Availability of Proxy
Materials on or about May 1, 2009. The notice contains instructions on how to
access our Proxy Statement and Annual Report. If you would like to receive a
printed copy of our proxy materials from us instead of downloading a printable
version from the Internet, please follow the instructions for requesting such
materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of Annual Meeting of Shareholders and
Proxy Statement, which describe the business to be conducted at the meeting. We
also will report on matters of current interest to our shareholders.

Details regarding admission to the meeting and the business to be conducted
are more fully described in the accompanying Notice of Annual Meeting and Proxy
Statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual
Meeting in person, you are requested to complete, date, sign and return the
enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting,
you may vote in person if you
wish, even if you previously returned your proxy card.

We appreciate your support and continued interest in Ocean Bio-Chem, Inc.

Sincerely,

/s/ PETER G. DORNAU
Peter G. Dornau
Chief Executive Officer

OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Stockholders:

Our Annual Meeting of Shareholders of the Company will be held on Friday,
June 12, 2009 at 10:00 a.m. (eastern standard time) at our corporate offices
located at 4041 S. W. 47th Avenue, Fort Lauderdale, Florida 33314 for the
following purposes:

1. To elect nine directors to serve until the 2010 Annual Meeting of
Shareholders or until their successors shall be elected and qualified;

2. To approve and ratify grants of the Company's restricted common stock
previously issued to employees as compensation;

3. To ratify the appointment of Kramer, Weisman & Associates as our
independent certified public accountants for the year ending December 31, 2009;

4 To transact such other and further business as may properly come before
the meeting;

Only shareholders of record at the close of business on April 13, 2009 are
entitled to notice of and to vote at the Annual Meeting or any postponements or
adjournments thereof;

Important Notice Regarding Availability of Proxy Materials for the
Stockholders Meeting to be held on June 12, 2009: The Proxy Statement and the
2008 Annual Report to Stockholders are also available at
http://materials.proxyvote.com/674631 or by calling 1-800-327-8583 or by
emailing the Company at Jeff Barocas [jbarocas@starbrite.com].

Whether or not you plan to attend the Annual Meeting in person, you are
requested to complete, date, sign and return the enclosed proxy card in the
enclosed envelope. If you attend the Annual Meeting, you may vote in person if
you wish, even if you previously returned you proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE AND IN FAVOR OF
EACH PROPOSAL.

By Order of the Board of Directors

/s/ PETER G. DORNAU
Peter G. Dornau
Chief Executive Officer

Fort Lauderdale, Florida
April 27, 2009

OCEAN BIO-CHEM, INC.
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
To Be Held June 12, 2009

General

We are providing these proxy materials in connection with the solicitation
by the Board of Directors of Ocean Bio-Chem, Inc. of proxies to be voted at our
Annual Meeting of Shareholders and at any postponement or adjournment of this
meeting. Our Annual Meeting will be held on June 12, 2009 at the offices of
Ocean Bio-Chem, Inc. located at 4041 S.W. 47th Avenue, Ft. Lauderdale, Florida
33314. In this proxy statement, Ocean Bio-Chem, Inc. is referred to as the
"Company," "we," "our" or "us."

Our principal executive offices are located at 4041 S.W. 47th Avenue, Ft.
Lauderdale, Florida 33314. Our proxy materials and annual report are being made
available to our shareholders on or about May 1, 2009. You can access the proxy
material and annual report online at http://materials.proxyvote.com/674631 or
request a paper copy at the above address.

Outstanding Securities and Voting Rights

Only holders of record of our common stock at the close of business on
April 13, 2009 the record date, will be entitled to notice of, and to vote at,
the Annual Meeting. On that date, we had 7,699,813 shares of our common stock
issued and outstanding. Each share of common stock is entitled to one vote at
the Annual Meeting.

A majority of the outstanding shares of common stock present in person or
represented by proxy constitutes a quorum for the transaction of business at the
Annual Meeting. Abstentions and broker "non-votes" are counted as present and
entitled to vote for purposes of determining whether a quorum exists. A "broker
non-vote" occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received voting instructions
from the beneficial owner.

In tabulating the voting results for any proposal, shares that constitute
broker non-votes are not considered entitled to vote on that proposal. Thus,
broker non-votes will not affect the outcome of any matter being voted on at the
meeting assuming a quorum is obtained. Abstentions will have the same effect as
a vote against a proposal. Proxy Voting

Shares for which proxy cards are properly executed and returned will be
voted at the Annual Meeting in accordance with the directions given or, in the
absence of directions, will be voted "FOR" Proposal 1- the election of each of
the nine nominees to the Board named herein, "FOR" Proposal 2 - to approve the
grants of the Company's restricted common stock previously issued to employees
as compensation, "FOR" Proposal - To ratify the appointment of Kramer, Weisman &
Associates, as our independent certified public accountants for the year ending
December 31, 2009, and "FOR" Proposal 4 - To transact such other and further
business as may properly come before the meeting. If, however, other matters are
properly presented, the person named in the proxies in the accompanying proxy
card will vote in accordance with their discretion with respect to such matters.

The manner in which your shares may be voted depends on how your shares are
held. If you own shares of record meaning that your shares of common stock are
represented by certificates in your name so that you appear as a stockholder on
the records of our transfer agent, Registrar & Transfer Company, a proxy card
for voting those shares will be included within this Proxy Statement. You may
vote those shares by completing, signing and returning the proxy card in the
enclosed envelope.

If you own shares in street name, meaning that your shares of common stock
are held by a bank or brokerage firm, you may instead receive a voting
instruction form with this Proxy Statement that you may use to instruct your
bank or brokerage firm how to vote your shares. As with a proxy card, you may
vote your shares by completing, signing and returning the voting instruction
form in the envelope provided.

All votes will be tabulated by Inspector of Elections appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. A list of the stockholders entitled to vote at
the Annual Meeting will be available at the Company's office, 4041 S.W. 47th
Avenue, Fort Lauderdale, FL 33314 for a period of ten (10) days prior to the
Annual Meeting for examination by any stockholder.

Attendance and Voting at the Annual Meeting

If you own common stock of record, you may attend the Annual Meeting and
vote in person, regardless of whether you have previously voted by proxy card.
If you own common stock in street name, you may attend the Annual Meeting but in
order to vote your shares at the meeting, you must obtain a "legal proxy" from
the bank or brokerage firm that holds your shares. You should contact your bank
or brokerage account representative to learn how to obtain a legal proxy. We
encourage you to vote your shares in advance of the Annual Meeting by one of the
methods described above, even if you plan on attending the Annual Meeting. If
you have already voted prior to the meeting, you may nevertheless change or
revoke your vote at the Annual Meeting in the manner described below. Revocation

If you own common stock or record, you may revoke a previously granted
proxy at any time before it is voted by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person. Any stockholder
owning common stock in street name may change or revoke previously granted
voting instructions by contacting the bank or brokerage firm holding the shares
or by obtaining a legal proxy from such bank or brokerage firm

ELECTION OF DIRECTORS

Nominees for election:

The following tables set forth the name and ages of our elected directors
and officers of the Company, as of March 31, 2009.

Director
Name since Officers / Directors Age
------------------ --------- ------------------------------------------------ ---

Peter G. Dornau 1973 President, Chief Executive Officer and Director 69
Jeffrey S. Barocas 2007 Chief Financial Officer and Director 61
Gregor M. Dornau 2007 Vice President of Sales & Marketing and Director 40
William W. Dudman 2007 Vice President of Operations, Secretary and Director 44
Edward Anchel 1998 Director 62
Sonia B. Beard 2003 Director 38
James M. Kolisch 1998 Director 58
Laz L. Schneider 1998 Director 70
John B. Turner 2000 Director 62

Peter G. Dornau is our co-founder and has served as our President, CEO and
Chairman of Board of Directors since 1973.

Jeffrey S. Barocas joined our company in December 2006. In March 2007,
Jeffrey was appointed the position of Vice President-Finance and Chief Financial
Officer For the five years immediately preceding his employment with Ocean
Bio-Chem., Inc., he was an officer of a privately owned manufacturing company
and public companies. He has been a Director of the Company since August 2007.

William W. Dudman joined our company in February 2004 as our Vice
President-Operations and Secretary. For the five years immediately preceding his
employment he had held various management positions within the marine industry,
most recently with West Marine, Inc., our largest customer, from May 1999 to
April 2004. He has been a Director of the Company since August 2007.

Gregor M. Dornau is the son of Peter G. Dornau, our President and Chief
Executive Officer. He has been employed by the Company as a salesman since 1990
and during 2005 he was elected to serve as Vice President-Sales. He has been a
Director of the Company since August 2007.

Edward Anchel resigned from his position as Vice President-Finance & Chief
Financial Officer on April 2, 2007. Mr. Anchel serves as a consultant to the
Company on matters of accounting and taxation. For the five years immediately
preceding his employment with the Company, he was an officer of a privately
owned manufacturing company and public companies. He has been a Director of the
Company since May 1998.

James M. Kolisch joined our Board of Directors as an outside director in
May 1998. Mr. Kolisch has been engaged in the insurance industry and served as
president of USI Florida, or its predecessor company, an entity that sources
most of the our insurance needs, for a period of approximately twenty-five
years. Mr. Kolisch serves on the Board of Directors' Audit Committee.

Laz L. Schneider is, and has been for the past five years, an attorney in
private practice and was elected to serve as an outside Director of the Company
during May 1998. Mr. Schneider is a partner at Berger, Singerman, P.A., a law
firm that serves as our lead counsel in various corporate and litigation
matters.

John B. Turner joined our Board of Directors in June 2000. During the past
five years, Mr. Turner has been retired. Prior to his retirement, he was an
insurance executive. In addition to his insurance credentials, Mr. Turner held a
Series 7 stock brokerage license. His professional experience in the
aforementioned areas spans in excess of twenty-five years. Mr. Turner serves on
the Board of Directors' Audit Committee.

Sonia B. Beard is a Florida Certified Public Accountant working for Walt
Disney World since 1997. She currently holds the position as the Manager of
Concept Development for the Revenue Lines of Business of Walt Disney World. Ms.
Beard has in excess of twelve years financial experience. She is an outside
director and serves as the Chairperson and Financial Expert of the Board of
Directors' Audit Committee.

All directors will serve until the next annual meeting of shareholders or
until their successors are duly elected and qualified. Each officer serves at
the discretion of the board of directors. There are no arrangements or
understandings between any of the officers or directors of our Company and the
Company or any other persons pursuant to which any officer or director was or is
to be selected as a director or officer.

CORPORATE GOVERNANCE AND RELATED MATTERS

The Board meets regularly during the year to review matters related to our
company and to act on matters requiring Board approvals. All persons who were
serving as directors during fiscal 2008 attended at least 75% of the aggregate
of the meetings of the Board and committees of which they were members. Our
Board of Directors held one (1) meeting during the year ended December 31, 2008,
at which all the directors were present. The Audit Committee met three (3) times
during the year. We have a standing Audit Committee and our nominating committee
consists of our entire Board of Directors. We do not have a separate
compensation committee. The Company encourages, but does not require, its
directors to attend the Company's Annual Meeting of Shareholders. Last year, all
of the directors attended the Annual Meeting of Shareholders.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight
responsibility relating to our financial statements and financial reporting
process, the qualifications, independence and performance of our independent
auditors, the performances of our internal audit functions and our compliance
with legal and regulatory requirements.

The members of the Audit Committee during the year ended December 31, 2008
were Sonia B. Beard, our Chairperson, James M. Kolisch, and John B. Turner.

The Board has designated Sonia B. Beard as the "audit committee financial
expert," as defined by Item 401(h) of Regulation S-K of the Securities Exchange
Act of 1934.

The shareholders ratified a charter for the Audit Committee at our Annual
Meeting of Shareholders held on June 9, 2000. On March 24, 2004, the Board of
Directors adopted a Restated Audit Committee Charter.

The Audit Committee met four (4) times since last year's Annual Meeting of
Shareholders. We believe that all members of the Audit Committee are
independent, as defined in Rule 4200(a)(15) of the NASDAQ listing standards.

Nominating Committee

Our entire Board of Directors serves as our Nominating Committee. Our
Nominating Committee is responsible for identifying individuals qualified to
become members of the Board of Directors, and nominating persons for election as
directors at the annual meeting of shareholders and the persons to fill any
vacancies on the Board. Our Nominating Committee does not have a Nominating
Committee Charter. The Board of Directors does not believe that the Company
would derive any significant benefit from a separate nominating committee or a
Nominating Committee Charter.

Directors are not required to meet any specific or minimum qualifications.
The Board attempts to identify persons who have the requisite experience and
expertise to be an asset to our Company.

The Board will consider nominees for the Board of Directors recommended by
shareholders. Nominations by shareholders must be in writing, must include the
full name of the proposed nominee, a brief description of the proposed nominee's
business experience for at least the previous five years, and a representation
that the nominating shareholder is a beneficial or record owner of our common
stock. Any such submission must also be accompanied by the written consent of
the proposed nominee to be named as a nominee and to serve as a director if
elected. Nominations must be delivered to the Board at the following address:

Board of Directors
Ocean Bio-Chem, Inc.
4041 SW 47th Avenue
Fort Lauderdale, Florida 33314-4023

The Board of Directors is required to review the qualifications and
backgrounds of all directors and nominees (without regard to whether a nominee
has been recommended by shareholders), as well as the overall composition of the
Board of Directors, and recommend a slate of directors to be nominated for
election at the annual meeting of shareholders, or, in the case of a vacancy on
the Board of Directors, elect a director to fill such vacancy.

Controlled Company Status

NASDAQ marketplace rules require that the board of directors of NASDAQ
listed companies consist of a majority of directors who are independent within
the meaning of the rules. The rules also impose additional independence
requirements on members of certain committees of the Board. The Company has
determined that, except with respect to the required independence of members of
the Audit Committee, it is exempt from the application of these rules as a
"controlled company," as defined in the rules. The Company with than 50% of the
voting power of its capital stock is held by a single group, consisting of Peter
G. Dornau and his son, Gregor M. Dornau.

Directors' Compensation

During fiscal 2008, our employee directors did not receive any additional
or special compensation for serving as directors. On January 17, 2009 each
outside director received a grant of options to acquire 10,000 shares of our
common stock at an exercise price of $0.69 per share, the fair market value of
the underlying shares on the date of grant. These options were immediately
exercisable and expire on January 16, 2019.

Compliance with Section 16(a) of the Securities Exchange Act

Based solely on reviews of Forms 3 and 4 furnished to us by the
aforementioned individuals, it was determined that no reporting person failed to
file a timely submission of ownership changes and that we were in compliance
with Rule 16(a)3(e) of the Exchange Act during our most recent fiscal year.
Shareholder Communications with the Board of Directors

Any shareholder who wishes to send communications to the Board of Directors
should mail them addressed to the intended recipient by name or position in care
of: Corporate Secretary, Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Fort
Lauderdale, FL 33314. Upon receipt of any such communications, the Corporate
Secretary will determine the identity of the intended recipient and whether the
communication is an appropriate shareholder communication. The Corporate
Secretary will send all appropriate shareholder communications to the intended
recipient. An "appropriate shareholder communication" is a communication from a
person claiming to be a shareholder in the communication the subject of which
relates solely to the sender's interest as a shareholder and not to any other
personal or business interest.

In the case of communications addressed to the Board of Directors, the
Corporate Secretary will send appropriate shareholder communications to the
Chairman of the Board. In the case of communications addressed to any particular
directors, the Corporate Secretary will send appropriate shareholder
communications to such director. In the case of communications addressed to a
committee of the board, the Corporate Secretary will send appropriate
shareholder communications to the Chairman of such committee.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes our executive
compensation philosophy, objectives and policies and the components of
compensation for our executive officers who are identified in the Summary
Compensation Table on page 9.

Compensation Philosophy and Objectives

Our executive compensation programs are designed and administered to
promote the following philosophy and objectives:

Attract and Retain. Compensation should reflect the value of the job in the
marketplace. To attract and retain exceptional executives, we must remain
competitive with the compensation programs of our peer group, other publicly
traded south Florida companies, which compete with us for talent.

Motivate and engage. Compensation should motivate and engage our executive
officers to perform at the highest level and in a manner that is consistent with
our business goals and objectives.

Reward Performance. Compensation should be dependent on, and reward
executives on the basis of, both individual and company performance with an
increasing proportion of pay directly linked to company performance as an
executive's level of responsibility increases.

Alignment with our Shareholders. Compensation should be structured to align
our executives' interests with the interests of our shareholders with the
ultimate goal of improving shareholder value.

We believe that the overall structure of our compensation programs should
be similar across our management team. Accordingly, while the compensation
levels and programs will always reflect differences in job responsibilities and
marketplace considerations, the types of compensation programs provided to our
Named Executive Officers are fundamentally the same as those provided to our
management team.

Setting Executive Compensation

We do not have a standing Compensation Committee of the Board of Directors.
Our Company is controlled by one shareholder, our President and CEO, Peter G.
Dornau. Mr. Dornau is actively involved in the recurring operations and has
relied on setting compensation arrangements in consultation with other key
executives of the Company and independent Board of Directors. All decisions
reached by this group are disclosed in various filings with the United States
Securities and Exchange Commission.

Accordingly, we have reached the decision that, given the size of our
Company and Board, not to have a standing compensation committee for this
purpose.

In making compensation decisions, the Company compares our executive
compensation program as a whole and each principal component of the program
against the local job market in south Florida.

Components of 2008 Executive Compensation

For 2008, the principal components of our ececutive compensation program
were:

Base salary

Annual performance bonus

Equity-based compensation in the form of stock opyions and stock awards

benefits and perquisites

These same components were provided in 2007. The Company does not have a
pre-established policy or target for the allocation between cash and non-cash
compensation or short-term and long-term compensation. Instead, the Company
annually reviews the comparative data and the current facts and circumstances
relating to Ocean Bio- Chem, Inc. and its executives to determine an appropriate
mix of compensation that furthers our compensation philosophy and objectives.

Base Salary. We use base salary as the guaranteed component of the Named
Executive Officers' annual cash compensation and believe that it is an important
tool in attracting and retaining executives and rewarding individual
performance. The Company reviews each Named Executive Officer's base salary on
an annual basis.

During this review, the Company considers:

The base salary levels of similarly-situated executives in the local south
Florida market

Each executive's individual performance and contribution to the Company

Each executive's level of experience and responsibility

Annual Performance Bonus - The Company provides an opportunity for an
annual performance bonus component of our executive compensation program. The
bonus is a cash-based performance incentive designed to motivate our Named
Executive Officers and other key employees and reward them based on achievement
of performance goals that we believe align the interests of the executives with
the interests of our shareholders and create shareholder value. Because
motivating our Named Executive Officers and other key employees to contribute
to, and rewarding them on the basis of, performance is a fundamental part of our
executive compensation philosophy, the annual performance bonus has historically
been awarded based on the profit performance of the Company for the previous
year.

The Company does consider award of bonuses on a discretionary basis.

The Board believes that external factors outside of managements' control,
can reward executives for their efforts.

Second, the Company believes that the Discretionary Awards incentivize the
Named Executive Officers to remain with us and promote our long-term success.

The Company can elect to pay Discretionary Awards in the form of stock
options or restricted stock in an effort to further a broader range of our
executive compensation objectives.

In addition, the Company reviews the cash performance bonuses awarded to
similarly-situated executive officers in the South Florida market.

Equity-based compensation

For many years, the Company has granted our Named Executive Officers (and
other key employees) annual stock option grants and/or restricted stock awards.
The Company believes that, because stock options and restricted stock have value
only if the price of our Common Shares increases, stock options and restricted
stock align the interests of our Named Executive Officers with the interests of
our shareholders with the ultimate goal of improving shareholder value. The
Company further believes that stock options and restricted stock encourage our
Named Executive Officers to focus on our long-term performance and increase
their investment in Ocean Bio-Chem.

The Board approves all grants stock options in accordance with our
shareholder-approved 2007 and 2008 Stock Incentive Plan as Amended. As a result,
all stock options are awarded at the closing price of our Common Shares on the
NASDAQ on the date of grant.

The annual stock option grants vest and generally become exercisable over a
five-year period in 20% increments as of the date of grant and expire five years
from the date of grant. In addition to focusing our Named Executive Officers on
long-term performance, the Board believes that the five-year vesting term also
aides in the retention of our Named Executive Officers.

In determining the size of the stock option awards, the Board considers the
following:

the long-term incentive opportunity for similarly-situated executive
officers, and

individual attributes such as level of responsibility, individual
performance, contributions to Ocean Bio-Chem, Inc. and ability to impact our
future performance.

On August 22, 2008 Incentive Stock Options were granted to our Named
Executive Officers as well as an additional fifteen (15) other employees. The
total awarded options aggregated 159,500 shares of which Messrs. Peter G.
Dornau, William W. Dudman and Gregor M. Dornau each received options
representing 20,000 shares and Mr. Jeffrey S. Barocas received 15,000 options,
respectively.

Officers:

Peter G. Dornau, President and CEO 20,000 shares
Jeffrey S. Barocas, Vice President and CFO 15,000 shares
William Dudman, Vice President and Secretary 20,000 shares
Gregor M. Dornau, Vice President 20,000 shares
-------
Total to named officers 75,000 shares
Other employees, as a group (15 individuals) 84,500 shares
-------
Total option shares awarded 159,500 shares
=======

During January 2009 we issued 164,500 shares of our common stock bearing a
restricted legend to certain officers and other key employees as a component of
their compensation. At the date of grant the shares had a market value of $0.61
each. Shares were awarded as follows:

Peter G. Dornau, President and CEO 20,000 shares
Jeffrey S. Barocas, Vice President and CFO 15,000 shares
William Dudman, Vice President 20,000 shares
Gregor M. Dornau, Vice President 20,000 shares
-------
Total to named officers 75,000 shares
Other employees, as a group (20 individuals) 89,500 shares
-------
Total restricted shares awarded 164,500 shares
=======

Benefits and Perquisites

Employee Benefits. Ocean Bio-Chem, Inc provides all of its employees,
including our Named Executive Officers, with the opportunity to save for
retirement through our SAR/SEP Savings Plan or a 401(k) savings plan which are
sponsored by two of our subsidiaries, Star Brite Distributing, Inc. and Kinpak
Inc., respectively. Both plans are non-contributory by us and are entirely
funded by employee contributions.

In an effort to maintain a healthy workforce, we provide all employees,
including our Named Executive Officers, with the opportunity to participate in
various health and welfare benefit programs, including medical, dental, life and
short-term disability insurance. We share the cost of these benefit programs
with our employees. Our Named Executive Officers participate in these programs
on the same terms as our other employees.

Prerequisites. We do not provide our Named Executive Officers with any
prerequisite benefits.

EXECUTIVE COMPENSATION

The following table sets forth the amount of compensation for the fiscal
years ended December 31, 2008 and 2007, for Peter G. Dornau and each of our
executive officers, whose aggregate compensation exceeded $100,000 on an annual
basis (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Annual compensation Long term compensation
------------------- -----------------------
Options/
Name and Restricted Stock Options/ Total
Principal Position Year Salary Bonus Awards SARs Compensation
------------------------- ---- --------- --------- ---------------- ------- ------------

Peter G. Dornau, CEO 2008 $ 110,102 $ 12,000 $19,400 (1) 20,000 $141,502
2007 $ 104,166 $ - $27,540 (2) 40,000 131,706

Gregor M. Dornau, VP 2008 $ 113,429 $ 12,000 $19,400 (1) 20,000 144,829
2007 $ 107,600 $ - $13,770 (2) 40,000 121,370

Jeffrey S. Barocas, CFO 2008 $ 107,500 $ 8,000 $14,550 (1) 15,000 130,050
2007 $ 100,000 $8,400 (2) 25,000 108,400

William Dudman, VP 2008 $ 99,471 $ 12,000 $19,400 (1) 20,000 130,871
2007 $ 90,000 $ - $25,200 (2) 40,000 115,200

(1) Represents the aggregate value on the date of grant of stock options
awards made during August, 2008 with respect to options to purchase Company's
common stock granted to each of Messrs. Peter Dornau, William W. Dudman, Gregor
Dornau, and Jeffrey S. Barocas based on the closing price of the shares on the
day prior to the award date.

(2) Represents the aggregate value on the date of grant of restricted stock
awards made during May, 2007 with respect to options to purchase Company's
common stock granted to each of Messrs. Peter Dornau, William W. Dudman, Gregor
Dornau, and Jeffrey S. Barocas based on the closing price of the shares on the
day prior to the award date.

Aggregate Option Exercises in Fiscal 2008 and Option Values

On August 25, 2008 Incentive Stock Options were granted to our Named
Executive Officers as well as an additional eighteen other employees. The total
awarded options aggregated 159,500 shares of which Messrs. Peter G. Dornau,
Gregor Dornau, William Dudman, each received options representing 20,000, shares
and Jeffrey S. Barocas received options representing 15,000 shares.

The following table sets forth information as to the exercise of stock
options during the fiscal year ended December 31, 2008, by our Named Executive
Officers and the fiscal year-end values of unexercised options.

Shares Number of OPtions/SARs/ Value of in-th money options/
acquired Value warrants at December 31, 2008 SARs at December 31, 2008 (1)
Name by exercise realized excercisable unexercisable excercisable unexercisable
------------------ ----------- -------- ------------ ------------- ------------ -------------

Peter G. Dornau - $ - 1,148,500 92,000 $ - $ -
Jeffret S. Barocas - - - 40,000 - -
William W. Dudman - - 13,400 83,600 - -
Gregor M. Dornau - - 34,200 96,800 - -
----- ------- --------- ------- ------ ------
Total - $ - 1,196,100 312,400 $ - $ -
===== ======= ========= ======= ====== ======

(1) The value of unexercised "in-the-money" options at December 31, 2008,
was calculated by determining the difference between $0.61, the fair market
value of the underlying Common Stock at December 31, 2008, and the option price.
An option is "in-the-money" when the fair market value of the underlying Common
Stock exceeds the exercise price of the option.

Stock Option Plans

We have four stock options plans: the 1994, 2002, 2007 and 2008 Incentive
Stock Option Plans and two Non-Qualified Stock Option Plans. 2002 and 2008. All
of our employees are eligible to be selected to participate in our 1994, 2002,
2007 and 2008 Qualified Plans and in our 2002 and 2008 Non-Qualified Stock
Option Plan. The Plans are administered by the Board of Directors, which selects
individuals to be participants and determines the type and number of awards to
be granted.

The option price for stock options granted under all Plans is stipulated to
be not less than the fair market value of Common Stock on the date of grant and
the term of each option is fixed by the Committee. Options become exercisable as
determined by the Board of Directors.

Other Benefits

Securities authorized for issuance at December 31, 2008 under equity
compensation plans

Number of securities
Number of securities Weighted average remaining available
to be issued upon exercise price of for future issuance
exercise of outstanding outstanding options, under equity com-
options, warrants & rights warrants & rights pensation plans

Equity compensation plans
approved by security holders:
Plan stock options granted (1) 1,090,000 $1.26 519,500
Non plan stock options granted (2) 231,000 0.76 -

Warrants (3) 1,000,000 0.88 -
--------- ----- -------
Total equity compensation plans
approved and not approved by
security holders 2,321,000 $1.05 519,500
========= ===== =======

(1) Includes 270,000 options granted under the 2002 Qualified Incentive
Stock Option Plan, 185,000 options under the 2002 Non-Qualified Stock Option
Plan, 154,500 options under the 1994 Qualified Stock Option Plan (this plan has
expired and no further awards can be made under its provisions), 321,000 options
under the 2007 qualified incentive stock option plan and 159,500 under the 2008
qualified incentive stock option plan.

(2) Includes 231,000 options granted to Messrs. Peter G. Dornau and Jeffrey
J. Tieger in conjunction with a loan made to the Company by an entity 50% owned
by each of them.

(3) Includes 1,000,000 warrants issued to Peter G. Dornau in connection
with a $ 1.5 million Subordinated Revolving Line of Credit he extended to the
Company during 2005. Such warrants are exercisable 500,000 at $ 1.03 per share
and 500,000 exercisable at $ .88 per share. The exercise price is equal to 110%
of the fair value of the underlying security at the close of business one day
prior to the date of grant.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

Executive Compensation Policy

The "executive management" and the Board of Directors (the "Committee") is
responsible for setting the policies and approving our practices in compensating
our executive officers. In carrying out its responsibility in 2008, the
Executive Management and the Committee considered the following:

-our financial performance;

-our policies and practices for compensation of employees generally;

-our historical philosophy to reward according to merit, commitment to, and
performance of, the Company.

In furtherance of this philosophy, the compensation of our executives
generally consists of three components: base salary, annual cash incentives and
long-term performance-based incentives.

Base Salaries

The base salary of our executives is designed to be competitive with base
salaries paid to executives with similar responsibilities and consistent with
the salaries paid in the applicable geographical areas.

Incentive Cash Bonuses

Generally, we award cash bonuses to our management employees and other
employees, based on their personal performance in the past year and overall
performance of our company.

Long Term Compensation - Stock Option Grants

We have utilized stock options to motivate and retain executive officers
and other employees for the long-term. We believe that stock options closely
align the interests of our executive officers and other employees with those of
our shareholders and provide a major incentive to building stockholder value.
Options are typically granted annually, and are subject to vesting provisions to
encourage officers and employees to remain employed with the Company.

The number of stock options granted to an executive is determined by the
Board of Directors and depends principally upon an individual's level of
responsibility within the Company and performance by the individual. Since stock
options are granted at the average market price on the date of grant and have
value only if the market price on the underlying common stock increases, and
since the exercisability of optionsvests over a five (5) year period after the
grant date, the Board of Directors believes stock options provide an appropriate
long-term incentive for those receiving grants, as well as stability in the work
force. In addition we, from time to time, award direct grants of our restricted
common stock to encourage stock ownership and retention of common stock by
employees.
11

Relationship between our Compensation Policies and Corporate Performance

We believe that our executive compensation policies correlate with our
corporate performance. Our stock options are usually granted at a price equal to
or above the fair market value of our common stock on the date of grant. As
such, our officers only benefit from the grant of stock options if our stock
price appreciates. Generally, we try to tie bonus payments to our Company's
financial performance. However, if an individual has made significant
contributions to our company, we will provide them with a bonus payment for
their efforts even if our company's financial performance has not been strong.

Compensation of Chief Executive Officer

Peter G. Dornau served as our Chief Executive Officer during the year ended
December 31, 2008. He received a base salary of $110,102 and stock options
valued at $19,400. Mr. Dornau's compensation is determined annually based on the
Company's financial and operational performance for the preceding year.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUIVES

The following table sets forth information at December 31, 2008 with
respect to the beneficial ownership of our common stock by holders of more than
5% of such stock and by all of our directors and officers as a group:

Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
---------- ------------------------------- --------------------- --------

Common Peter G. Dornau, President, CEO,
Chairman Board of Directors
Fort Lauderdale, FL 33317 5,608,870 (1) 71.8%

Common Edward Anchel, Director
Boynton Beach, FL 33437 348,954 (2) 4.5%

Common Jeffrey S. Barocas, Chief Financial Officer, Director
Weston, Fl 33326 11,000 (3) .1%

Common William W. Dudman, V. P.-Operations, Secretary Director
Fort Lauderdale, Fl 32314 104,350 (4) 1.3%

Common Gregor M. Dornau, V. P.-Sales, Director
Fort Lauderdale, FL 33315 292,360 (5) 3.7%

Common James M. Kolisch, Director
Coral Gables, FL 33114 66,167 (6) .8%

Common Laz L. Schneider, Director
Fort Lauderdale, FL 33305 50,000 (7) .6%

Common John B. Turner, Director
Miami, FL 33186 79,463 (8) 1.0%

Common Sonia B. Beard, Director
Merritt Island, FL 32952 20,000 (9) .3%
--------- -----
Common All directors and officers as a group
10 individuals 6,581,161 (10) 84.2%
========= =====

(1) Includes 1,176,500 shares that are issuable upon the exercise of stock
options and/or warrants within 60 days of December 31, 2008.

(2) Includes 65,500 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(3) Includes 6,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(4) Includes 40,050 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(5) Includes 63,400 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(6) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(7) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(8) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008

(9) Includes 20,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2008.

(10) Includes 1,521,450 shares that are issuable upon the exercise of stock
options and/or warrants within 60 days of December 31, 2008.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our executive offices and warehouse located in Fort Lauderdale, Florida are
held under a lease with an entity owned by our President. The lease covers
approximately 12,700 square feet of office and warehouse space. On May 1, 2008,
the Company renewed for ten years the existing lease with unchanged conditions.
The lease still requires a minimum rental of $94,800 plus applicable taxes for
the first year and provides for a maximum 2% increase on the anniversary of the
lease throughout the term. Additionally, the landlord is entitled to
reimbursement of all taxes, assessments, and any other expenses that arise from
ownership. The landlord reserves the right under the agreement to review the
terms of the lease at 3, 6 and 9 year intervals in order to make modifications
for market conditions Total rent charged to operations during the years ended
December 31, 2008, and 2007 amounted to approximately $100,500 each year.

We acquired the rights to the Star brite(r) trademark and related products
for the United States and Canada in conjunction with our original public
offering during March 1981. Peter G. Dornau, our president is the direct or
beneficial owner of three companies that market Star brite(r) products outside
the United States and Canada. These companies serve as distributors of our
products and the terms of payment are the same as for our other customers. At
December 31, 2008 and 2007, we had amounts due from affiliated companies, which
are directly or beneficially owned by our president aggregating approximately
$911,000 and $109,000, respectively. Such amounts result from sales to the
affiliates, allocations of management fees incurred by the Company on the
affiliates' behalf, and funds advanced to or from the Company.

Sales to such affiliates, which act as foreign distributors, were sold at
cost of material and labor plus an amount to cover manufacturing overhead costs
and profits. In addition, the affiliates are charged for their allocable share
of administrative expenses of the Company. The sales and transfers to affiliates
aggregated approximately $1,208,000 and $732,000 during the years ended December
31, 2008 and 2007, respectively; allocable administrative fees aggregated
$275,000 and $333,000, respectively for such periods.

A subsidiary of ours currently uses the services of an entity that is owned
by our president to conduct product research and development. Such entity
received $30,000 per year during the year ended December 31, 2008 and 2007 under
such relationship.

Mr. Kolisch a Director of the Company sources most of the Company's
insurance needs at an arm's length basis.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for assisting the Board in monitoring
(1) the quality and integrity of our financial statements, (2) our compliance
with regulatory requirements and (3) the independence and performance of our
independent auditors. Among other responsibilities, the Audit Committee reviews,
in its oversight capacity, our annual financial statement with both management
and the independent auditors and meets periodically with our independent
auditors to consider their evaluation of our financial and internal controls.
The Audit Committee also recommends to the Board of Directors the selection of
the Company's independent certified public accountants. The Audit Committee is
composed of three directors and operates under a written charter adopted and
approved by the Board of Directors. During 2008, all of the Audit Committee
members were non-employee directors and were independent as defined by the
NASDAQ listing standards in effect during 2008. The members of the Audit
Committee during 2007 were Sonia B. Beard, James M. Kolisch, and John B. Turner.
Mrs. Beard served as the Chairperson of the Audit Committee.

In discharging its duties during 2008, the Audit Committee met with and
held discussions with management and our independent auditors, Kramer, Weisman &
Associates. Management represented to the independent auditors that our audited
financial statements were prepared in accordance with generally accepted
accounting principles. The Audit Committee also discussed with our auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
"Communications with Audit Committees." In addition, our auditors, provided the
Audit Committee with the written disclosures and the letter required by
Independence Standards Board Standard No. 1, "Independence Discussion with Audit
Committees," and the Audit Committee discussed with our auditors their
independence.

Based on the above-mentioned review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to our committee, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.

Audit Committee - submitted on March 23, 2009

Sonia B. Beard, Chairperson
James M. Kolisch
John B. Turner

PROPOSALS TO THE SHAREHOLDERS

PROPOSAL 1. ELECTION OF DIRECTORS

The nine persons set forth alphabetically below, each of whom is currently
a director, are proposed to be re-elected as directors at the Annual Meeting. If
elected, each of these directors will hold office until the next Annual Meeting
of Stockholders in the year 2010 or until his or her successor is duly elected
and qualified.

Edward Anchel
Jeffrey S.Barocas
Sonia B. Beard
Gregor M. Dornau
Peter G. Dornau
William W Dudman
James M. Kolisch
Laz L. Schneider
John B. Turner

All of the nominees are currently serving as directors. Each nominee has
agreed to be named in this Proxy Statement and to serve as a director if
elected. For biographical information regarding the nominees, see "Management"
on pages 2-3 of this Proxy Statement. Management expects that each nominee will
be available for election, but if any of them is not a candidate at the time of
the election occurs, it is intended that such proxy will be voted for the
election of another nominee to be designated by the Board of Directors to fill
such vacancy.

Vote Required and Recommendation

The nine nominees for election to the Board of Directors who receive a
majority of votes cast, in person or by proxy, shall be elected directors.
Shareholders do not have the right to cumulate their votes for directors. In the
election of directors, an abstention or broker non-vote will have no effect on
the outcome.

THE BOARD RECOMMENDS STOCKHOLDERS TO VOTE "FOR" EACH OF THE NOMINEES
FOR DIRECTOR SET FORTH ABOVE.

PROPOSAL 2. RATIFICATION OF STOCK GRANTS PREVIOUSLY ISSUED TO
EMPLOYEES AS COMPENSATION

The Company's Board of Directors has previously granted stock as
compensation to certain employees on February 18, 2009 an aggregate of 164,500
shares were granted as compensation in lieu of cash. Officers of the Company
received 75,000 of these shares as follows:

Vote Required and Recommendation

The ratification of the stock awards previously granted to the Company's
employees as compensation requires the affirmative vote of the holders of a
majority of shares of the Company's common stock, present in person or by proxy
at the annual meeting. The Board recommends shareholders to vote "FOR" the
ratification of the stock grants previously issued to the Company's employees as
compensation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
TO APPROVE THE EMPLOYEE STOCK AWARD PROGRAM.

PROPOSAL 3. RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We are asking our shareholders to ratify the Audit Committee's appointment
of Kramer, Weisman & Associates, as our independent certified public accountants
for the year ending December 31, 2009. In the event the shareholders fail to
ratify the appointment, the Audit Committee will reconsider this appointment.
Even if the appointment is ratified, the Audit Committee, in its discretion, may
direct the appointment of a different independent auditing firm at any time
during the year if the Audit Committee determines that such a change would be in
our company and our shareholders' best interests.

We engaged Kramer, Weisman & Associates as our independent auditor on
August 20, 2008 and Berenfeld, Spritzer, Shechter & Sheer audited our
consolidated financial statements for the years ended December 31, 2007 and
2006. Representatives of Kramer, Weisman & Associates are expected to be present
at the meeting and will have the opportunity to make a statement if they desire
to do so. It is also expected that they will be available to respond to
appropriate questions.

Principal Accountant Fees and Services

The information required for this item is incorporated by reference to our
Definitive Proxy Statement to be filed in conjunction with our upcoming annual
shareholders' meeting which shall be filed with the United States Securities and
Exchange Commission and sent out to shareholders.

Fee Category 2008 2007
------------------- ------- -------
Audit Fees $70,000 $70,000
Audit Related Fees 6,500 -
Tax Fees 5,000 -
All Other Fees - -
------- -------
Total Fees $81,500 $70,000
======= =======

Audit Fees. Consists of fees billed for professional services rendered for
the audit of the Company's consolidated financial statements and review of the
interim consolidated financial statements included in quarterly reports and
services that are normally provided by Kramer, Weisman & Associates or
Berenfeld, Spritzer, Shechter & Sheer in connection with statutory and
regulatory filings or engagements for the year 2008 and 2007.

Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements and are not reported under
"Audit Fees." These services include employee benefit plan audits, accounting
consultations in connection with acquisitions, attest services that are not
required by statute or regulation, and consultations concerning financial
accounting and reporting standards.

Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal, state and international tax compliance, tax audit defense,
customs and duties, mergers and acquisitions, and international tax planning.

All Other Fees. Consists of fees for products and services other than the
services reported above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. The independent auditors and management are
required to periodically report to the Audit Committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

Vote Required and Recommendation

The ratification of the selection of Kramer, Weisman & Associates, as our
independent certified public accountants for the year ending December 31, 2009,
requires the affirmative vote of the holders of a majority of shares of the
Company's common stock, present in person or by proxy at the annual meeting.

THE BOARD RECOMMENDS SHAREHOLDERS TO VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF KRAMER, WEISMAN & ASSOCIATES AS OUR
INDEPENDENT AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2009.

ANNUAL REPORT ON FORM 10-K

We are mailing copies of our Annual Report for the year ended December 31,
2008 with this proxy statement to our shareholders of record as of April 13,
2009.

STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

We have adopted a procedure approved by the SEC called "householding."
Under this procedure, certain stockholders of record who have the same address
and last name and don't participate in electronic delivery of proxy materials
will receive only one copy of our Annual Report, Proxy Statement and any
additional proxy soliciting materials sent to stockholders until such time as
one or more of these stockholders notifies us that they wish to continue
receiving individual copies. This procedure will reduce duplicate mailings and
save printing costs and postage fees, as well as natural resources. Stockholders
who participate in householding will continue to receive separate proxy cards.

If you received a householded mailing this year, and you would like to have
additional copies of our Annual Report and Proxy Statement mailed to you, please
submit your request to Corporate Secretary, Ocean Bio-Chem, Inc., 4041 SW 47th
Avenue, Fort Lauderdale, FL 33314, or call (954) 587-6280. Upon your request, we
will promptly deliver a separate copy of our Annual Report and Proxy Statement.
You may also contact us at the address or phone number above if you received
multiple copies of the annual meeting materials and would prefer to receive a
single copy in the future. If you would like to opt out of householding for
future mailings, call 1 (954) 587-6280 or send a written request to the
Corporate Secretary at the above address, and your request will be effective
within 30 days.

INFORMATION CONCERNING SHAREHOLDER PROPOSALS

Under SEC rules, any stockholder who intends to present a proposal at our
next Annual Meeting of Stockholders must submit the proposal, in writing, so
that we receive it at our principal executive office by January 1, 2009 in order
for the proposal to be included in our Proxy Statement and proxy for such
meeting. The submission of a stockholder proposal does not guarantee that it
will be included in our Proxy Statement. We reserve the right to reject, rule
out of order or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements.

OTHER MATTERS

As of the date of this Proxy Statement, we are not aware of any matter to
be presented for action at the meeting other than the matters set forth above.
If any other matter is properly brought before the meeting for action by
shareholders, proxies in the enclosed form returned to us will be voted in
accordance with the recommendation of the Board of Directors, or in the absence
of such a recommendation, in accordance with the judgment of the proxy holders.

William W. Dudman, Secretary

/s/ WILLIAM W. DUDMAN
-----------------------------
Fort Lauderdale, Florida
April 27, 2009

OCEAN BIO-CHEM, INC.
4041 S. W. 47 Avenue
Fort Lauderdale, Florida 33314

Proxy for Annual Meeting of Shareholders, June 12, 2009

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned Shareholder of Ocean Bio-Chem, Inc. hereby appoints Peter
G. Dornau and Jeffrey S. Barocas, and each of them as proxies of the
undersigned, with full power of substitution and revocation, to represent the
undersigned and to vote and otherwise represent all of the shares of the Common
Stock of Ocean Bio-Chem, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held on June 12, 2009 at
10:00 a.m., eastern standard time, and at any adjournments thereof, with the
same effect as if the undersigned were present and voting the shares, on the
following matters and in the following manner.

The Board of Directors recommends a vote "FOR" Proposal 1 below.

1. The election of the following persons as directors of the Company to
serve until the next annual meeting of shareholders or until their successors
shall be elected and shall qualify:

Name:
-----
Peter G. Dornau For / / Withhold Authority / /
Edward Anchel For / / Withhold Authority / /
Jeffrey S. Barocas For / / Withhold Authority / /
Sonia B. Beard For / / Withhold Authority / /
Gregor M. Dornau For / / Withhold Authority / /
William W. Dudman For / / Withhold Authority / /
James M. Kolisch For / / Withhold Authority / /
Laz L. Schneider For / / Withhold Authority / /
John B. Turner For / / Withhold Authority / /

The Board of Directors recommends a vote "FOR" Proposal 2 below.

2. Ratification of stock grants previously issued to employees as
compensation:

For / / Against / / Abstain / /

The Board of Directors recommends a vote "FOR" Proposal 3 below.

3. The approval, adoption and ratification of the selection by the Board of
Directors of Kramer Weisman & Associates, Certified Public Accountants, as
Auditors for the Company for the year ending December 31, 2009.

For / / Against / / Abstain / /

4. To vote or otherwise represent the shares on any other business or on
other matters which should properly come before the meeting or any adjournments
thereof according to their decision or according to the decision of the majority
of them.

For / / Against / / Abstain / /

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE AND THE PROXY IS RETURNED
SIGNED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED "FOR" ITEMS (1),
(2),(3) AND (4) ABOVE.

Unless specifically indicated, the execution of this proxy is an
acknowledgment of the receipt of the Notice of Annual Meeting of Shareholders,
Annual Report and Proxy Statement.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as Attorney, as Executor, Administrator,
Trustee or Guardian, please give full title as such. If a company, please sign
in full corporate name by President or other authorized officer. If partnership,
please sign in partnership name by authorized person. PLEASE SIGN, DATE AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.

----------------------------------- --------------------
Signature Dated