Edgar Filing: OCEAN BIO CHEM INC

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )

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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 28, 2006

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 Thursday, June 15, 2006 at 10:00 a.m. at the
Company's corporate offices located at 4041 S. W. 47 Avenue, Fort Lauderdale,
Florida 33314.

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 Thursday,
June 15, 2006 at 10:00 a.m. at our corporate offices located at 4041 S. W. 47
Avenue, Fort Lauderdale, Florida 33314 for the following purposes:

1. To elect seven directors to serve until the next 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 approve and ratify the revolving line of credit in the maximum amount
of up to $1.5 million from Peter G. Dornau, our President and Chief Executive
Officer, to our Company and warrants previously granted to Peter G. Dornau in
connection with this credit facility.

4. To ratify the appointment of Levi, Cahlin & Co. as our independent
certified public accountants for the year ending December 31, 2006;

5. 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 17, 2006 are
entitled to notice of and to vote at the Annual Meeting or any postponements or
adjournments thereof.

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 28, 2006

PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
To Be Held June 15, 2006

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 15, 2006 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 statement and the accompanying proxy card
are first being mailed to our shareholders on or about April 28, 2006.
Outstanding Securities and Voting Rights

Only holders of record of our common stock at the close of business on
April 17, 2006, the record date, will be entitled to notice of, and to vote at,
the Annual Meeting. On that date, we had 5,978,316 shares of our common stock
issued and outstanding. Each share of common stock is entitled to one vote at
the Annual Meeting. However, an aggregate of 129,000 of these shares are not
entitled to vote until we obtain shareholder approval of these grants. Please
see "Proposal 2. Ratification of stock grants previously issued to employees as
compensation" on page 16 of this Proxy Statement.

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 seven nominees to the Board named herein, "FOR" Proposal 2 - the
ratification of stock grants previously issued to our employees as compensation,
"FOR" Proposal 3 -the ratification of the revolving line of credit in the
maximum amount of up to $1.5 million ("Credit Facility") from Peter G. Dornau,
our President and Chief Executive Officer, to our Company and warrants
previously granted to Peter G. Dornau in connection with this Credit Facility
and `FOR" Proposal 4 - the ratification of Levi, Cahlin & Co. as our independent
certified public accountants. 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.
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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 and voting in
person at the Annual Meeting.

MANAGEMENT

The following tables set forth the name and ages of our elected directors
and officers of the Company, as of April 17, 2006.

Name Office Age
------------------ ------------------------------------------- ----
Peter G. Dornau President, Chief Executive Officer and 66
Director
Edward Anchel Vice President-Finance, Chief Financial 59
Officer and Director
Jeffrey J. Tieger Vice President - Advertising and Marketing, 62
Secretary and Director
William W. Dudman Vice President-Operations 41
Gregor M. Dornau Vice President - Sales 37
James M. Kolisch Director 54
Laz L. Schneider Director 66
John B. Turner Director 58
Sonia B. Beard Director 35

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

Edward Anchel joined our company as Vice President-Finance and Chief
Financial Officer in March 1999. For the five years immediately preceding his
employment, he was an officer of a privately owned manufacturing company and in
private practice as a Certified Public Accountant. He was initially elected to
serve as an outside Director of the Company in May 1998.

Jeffrey J. Tieger joined our company in June 1977 as our Vice
President-Advertising and has served in that position through the present date
and has served as a director since 1981.

William W. Dudman joined our company in April 2004 as our Vice
President-Operations. 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.
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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.

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 2002. 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 holds
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 2005 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 two (2) meetings during the year ended December 31,
2005, at which all the directors were present. 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 fiscal 2005 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 three 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
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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 believes it qualifies
as a controlled company under NASDAQ rules because more 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 2005, our employee directors did not receive any additional
or special compensation for serving as directors. Our non-employee directors did
not receive equity compensation for their services in fiscal 2005. However, on
April 3, 2006 each outside director received a grant of options to acquire
10,000 shares of our common stock at an exercise price of $1.08 per share, the
fair market value of the underlying shares on the date of grant. These options
are immediately exercisable and expire on April 2, 2016.

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.
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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.

EXECUTIVE COMPENSATION:

The following table sets forth the amount of compensation for the fiscal
years ended December 31, 2005, 2004, and 2003 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

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

Peter G. Dornau, CEO 2005 $106,983 $11,500 $23,850(1) -
2004 $108,450 $13,000 $21,875(2) 50,000
2003 $109,000 $12,000 $15,750(3) 25,000

Edward Anchel, CFO 2005 $ 97,804 $11,500 $23,850(1) -
2004 $ 96,900 $13,000 $21,875(2) 50,000
2003 $100,400 $12,000 $15,750(3) 25,000

William Dudman, VP 2005 $ 88,777 $ 8,000 $11,925(1) -

Gregor M. Dornau, VP 2005 $ 96,725 $ 8,000 $11,925(1) -

Messrs. William Dudman and Gregor Dornau are only reported for the year
ended December 31, 2005 as they either did not reach the required reporting
threshold or were not officers in prior years.

(1) Represents the aggregate value on the date of grant of restricted stock
awards made on April 4, 2005 with respect to 30,000 shares of the Company's
common stock awarded to each of Messrs. Peter Dornau and Edward Anchel, and
15,000 shares of the Company's common stock awarded to each of Messrs. William
Dudman and Gregor Dornau, respectively based on the closing price on that date.

(2) Represents the aggregate value on the date of grant of a restricted
stock award made on April 1, 2004 with respect to 35,000 shares of the Company's
common stock awarded each individual based on the closing price on that date.

(3) Represents the aggregate value on the date of grant of a restricted
stock award made on June 16, 2003 with respect to 35,000 shares of the Company's
common stock awarded each individual based on the closing price on that date.
5

Option Grants in Last Fiscal Year

There were no stock options granted to our Named Executive Officers during
the year ended December 31, 2005.

In connection with a revolving line of credit in the maximum amount of $1.5
million made by Peter G. Dornau, our President and CEO, the Company issued an
aggregate of 1 million warrants to Mr. Dornau. The warrants were issued in two
(2) tranches of 500,000 shares each, with exercise prices of $1.03 and $.863,
respectively representing the fair market value plus ten (10%) percent on each
grant date. Mr. Dornau has agreed not to exercise these warrants until
shareholder approval of the Credit Facility and the warrants is obtained. Please
see "Proposal 3. To approve and ratify the revolving line of credit in the
maximum amount of up to $1.5 million from Peter G. Dornau, our President and
Chief Executive Officer, to our Company and warrants previously granted to Peter
G. Dornau in connection with this credit facility."

Aggregate Option Exercises in Fiscal 2004 and Option Values

The following table sets forth information as to the exercise of stock
options during the fiscal year ended December 31, 2005, by our Named Executive
Officers and the fiscal year-end values of unexercised options.

Shares Number of options/SAR's/ Value of in-the-money options/
acquired Value Warrants at end of fiscal year SAR's at end of fiscal year (1)
Name by exercise realized exercisable unexercisable exercisable unexercisable
---- ----------- -------- ------------------------------- ------------------------------

Peter G. Dornau 27,500 $ 14,301 1,162,500 55,500 $116,155 $ -
Edward Anchel 27,500 15,876 47,000 55,500 20 5
Gregor M. Dornau 22,000 12,701 39,600 52,400 16 4
------- ------ --------- ------- -------- --------
77,000 $ 42,878 1,249,100 163,400 $116,191 $ 9
======= ======== ========= ======= ======== ========

(1) The value of unexercised "in-the-money" options at December 31, 2005
was calculated by determining the difference between $1.03, the fair market
value of the underlying Common Stock at December 31, 2005 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 three stock options plans: our 1994, and 2002 Incentive Stock
Option Plans (the "1994 Plan", and "2002 Plan") and the 2002 Non-Qualified Stock
Option Plan. All of our employees are eligible to be selected to participate in
our 1994 and 2002 Qualified Plans and in our 2002 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. Our 1992 Incentive Stock Option Plan was terminated during April,
2002. However, as of April 17, 2006, we had 154,000 options outstanding under
this 1992 Incentive Stock Option Plan.

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

We provide our executive officers and employees with group health,
hospitalization and life insurance plans. We also maintain a SAR/SEP Savings
Plan and 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.
6

Securities authorized for issuance at December 31, 2005
under equity compensation plans:

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

Equity compensation plans approved
by security holders:
Plan stock options granted (1)
Non plan stock options granted (2) 733,500 $1.23 466,500
231,000 .76 -

Equity compensation plans not approved
by security holders:
Stock options and restricted
stock awards -

Total equity compensation plans
approved and not approved by ------- ----- -------
security holders 964,500 $1.12 466,500
======= ===== =======

(1) Includes 320,000 options granted under the 2002 Qualified Incentive
Stock Option Plan, 115,000 options under the 2002 Non-Qualified Stock Option
Plan and 165,000 options under the 1992 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. An amendment extending the maturity date of the options until
April 2009 was approved by the Company's shareholders at its Annual Meeting of
Shareholders held on June 1, 2005.

Restricted Stock Awards as Compensation

During April 2005 we issued 122,000 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 $1.59
each. Shares were awarded as follows:

Officers:
--------------------------------------------------
Peter G. Dornau, President and CEO 30,000 shares
Edward Anchel, Vice President and CFO 30,000 shares
Jeffrey J. Tieger, Vice President and Secretary 15,000 shares
William Dudman, Vice President 15,000 shares
Gregor M. Dornau 15,000 shares
-------
105,000 shares

Other employees, as a group (7 individuals) 17,000 shares
-------

Total restricted shares awarded 122,000 shares
=======

These restricted stock awards were approved by our shareholders at our
Annual Meeting of Shareholders held on June 1, 2005.

On April 3, 2006 , our Board of Directors approved the issuance of 129,000
restricted shares of our common stock (including 105,000 shares to the above
named officers). Such shares are subject to shareholder ratification at our
upcoming Annual Meeting of Shareholders on June 15, 2006. Please see "Proposal
2. Ratification of stock awards previously issued to employees as compensation"
on page 13 of this Proxy Statement.
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REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
Executive Compensation Policy

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 2005, 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. Our Board of Directors established a bonus pool for
fiscal 2005 and awarded bonuses to executives and other employee from this bonus
pool.

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 options vests 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.

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.
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Compensation of Chief Executive Officer

Peter G. Dornau served as our Chief Executive Officer during fiscal 2005.
He received a base salary of $106,983, a bonus of $11,500 and restricted stock
valued at $23,850. Mr. Dornau's compensation is determined annually based on the
Company's financial and operational performance for the preceding year.

Performance Comparisons

The following chart compares our Annual Shareholder Return for the five
years ended December 31, 2005 to the cumulative total shareholder return of (a)
the NASDAQ market US stocks, and (b) the Industry Index, which is the NASDAQ
Non-Financial Stocks index. This graph will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or under the
Securities Act of 1934, except to the extent that we specifically incorporate it
by reference, and will not otherwise be deemed to be soliciting material or to
be filed under such Acts.

We believe that no single peer index or peer company is totally comparable
to our business. The peer indices used to compare total shareholder return
include companies which supply to diverse markets. Some of our direct
competitors are divisions that represent small portions of companies and are not
included in the peer comparisons since information is not available to us to
show those divisions separately from the parent.

***Chart to be inserted in paper filings***

Cumulative Annual Return for Five Years

2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----

Ocean Bio-Chem, Inc. 100.0 193.33 196.00 226.67 146.67 136.00

NASDAQ US 100.0 79.32 54.84 81.99 89.23 91.12

NASDAQ Non-financial 100.0 76.47 49.95 76.48 82.48 84.35

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth, as of April 17, 2006 (record date for
shareholder voting at Annual Meeting of Shareholders), information concerning
beneficial ownership of our common stock by:

-all directors of the Company; -all executive officers of the Company;
-persons known to own more than 5% of our common stock;

Unless otherwise indicated, the address for each person is Ocean Bio-Chem,
Inc., 4041 S.W. 47th Avenue, Ft. Lauderdale, FL 33314. As of April 17, 2006, we
had 5,978,316 shares of our common stock issued and outstanding. As used herein,
the term beneficial ownership with respect to a security is defined by Rule
13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote) and/or sole or
shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire such
power(s) during the next 60 days. Unless otherwise noted, beneficial ownership
consists of sole ownership, voting and investment rights.

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

Peter G. Dornau, President, CEO, 4,012,868 (1) 53.20%
Chairman Board of Directors
Fort Lauderdale, FL 33317

Edward Anchel, Vice President-Finance, 302,951 (2) 4.02%
CFO, Director
Boynton Beach, FL 33437

Jeffrey J. Tieger, 394,280 (3) 5.23%
Vice President-Advertising,
Secretary, Director
Plantation, FL 33314

William W. Dudman, Vice President 52,300 (4) .69%
Plantation, FL 33317

Gregor M. Dornau, Vice President 253,380 (5) 3.36%
Fort Lauderdale, FL 33314

James M. Kolisch, Director 56,167 (6) .74%
Coral Gables, FL 33134

Laz L. Schneider, Director 40,000 (7) .53%
Fort Lauderdale, FL 33305

John B. Turner, Director 69,463 (8) .92%
Miami, FL 33186

Sonia B. Beard, Director 30,000 (9) .40%
Merritt Island, FL 32952
------------- ------
All directors and officers as a group 5,066,409 (10) 69.09%
(eight (8) individuals) ============== ======

(1) Includes 1,162,500 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006, 30,000 shares of restricted common
stock distributed April 3, 2006 , however does not include 238,380 shares owned
by Gregor M. Dornau (son) with power to vote or direct the vote given to Peter
G. Dornau.

(2) Includes 47,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 30,000 shares of restricted common
stock distributed April 3, 2006.

(3) Includes 162,500 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted common
stock distributed April 3, 2006.

(4) Includes 3,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted common
stock distributed April 3, 2006 .
10

(5) Includes 39,600 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 15,000 shares of restricted common
stock distributed April 3, 2006.

(6) Includes 30,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006.

(7) Includes 30,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006.

(8) Includes 30,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006.

(9) Includes 20,000 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006.

(10) Includes 1,564,600 shares that are issuable upon the exercise of stock
options within 60 days of April 17, 2006 and 105,000 shares of restricted common
stock distributed April 3, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 1, 1998, we entered into a ten-year lease for approximately 12,700
square feet of office and warehouse facilities in Fort Lauderdale, Florida from
an entity fifty percent owned each by Messrs. Peter G. Dornau and Jeffrey J.
Tieger, our President and Vice President-Advertising, respectively. The lease
required a minimum rental of $94,800 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 collect from us its pro-rata share of all taxes,
assessments, insurance premiums, operating charges, maintenance charges and any
other expenses, which normally arise from ownership. We believe that the terms
of this lease are comparable to those of similar properties in the same
geographic area of the Company available from unrelated third parties. Rent
charged to operations during the years ended December 31, 2005, 2004 and 2003
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, 2005 and 2004, we had amounts due from affiliated companies, which
are directly or beneficially owned by our president aggregating approximately
$29,022 and $408,500, respectively. Sales of Star brite products to such
affiliates aggregated approximately $826,898, $616,800 and $373,600 during the
years ended December 31, 2005, 2004 and 2003, respectively.

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 years ended December 31, 2005, 2004 and
2003 under such relationship.

During the quarter ended December 31, 2005, we finalized a revolving credit
facility with our president and CEO, Peter G. Dornau. In connection with his
offering to loan a maximum of $1.5 million to the Company in order to bolster
working capital, we issued warrants to Mr. Dornau to purchase a maximum of 1
million shares of our common stock. Such warrants are exercisable 500,000 shares
at $1.13 and 500,000 shares at $.863. The exercise prices were determined by the
closing bid of our stock plus ten (10) percent on each date of grant. In
addition, he has the right, at his sole discretion, to convert such debt into a
maximum of 1.5 million shares of our common stock at the rate of $1.00 per
share. At December 31, 2005, $1,150,000 was outstanding pursuant to this
obligation which is due in October 2010 along with accrued interest at the rate
of prime plus 2%. Such obligation is subordinate to all borrowings from Regions
Bank. This transaction was unanimously approved by our board of directors.

On March 10, 2006, an entity 50% each co-owned by Messrs. Peter G. Dornau
and Jeffrey J. Tieger offered to forgive the Company's indebtedness to such
entity in the approximate amount of $295,000. Accordingly, financial statements
for the first quarter of 2006 will reflect this transaction.
11

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 2005, all of the Audit Committee
members were non-employee directors and were independent as defined by the
NASDAQ listing standards in effect during 2005. The members of the Audit
Committee during 2005 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 2005, the Audit Committee met with and
held discussions with management and our independent auditors, Levi, Cahlin and
Co. 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, 2005.

Audit Committee - submitted on March 23, 2006

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

PROPOSALS TO THE SHAREHOLDERS

PROPOSAL 1. ELECTION OF DIRECTORS

The seven 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 2006 or until his or her successor is duly elected
and qualified.

Edward Anchel
Sonia B. Beard
Peter G. Dornau
James M. Kolisch
Laz L. Schneider
Jeffrey J. Tieger
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 seven 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.
12

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 in on April 3, 2006. An aggregate of 129,000
shares were granted as compensation in lieu of cash. Officers of the Company
received 105,000 of these shares as follows:

Employee 2006
------------------ -------
Peter G. Dornau 30,000
Edward Anchel 30,000
Jeffrey J. Tieger 15,000
William Dudman 15,000
Gregor M. Dornau 15,000
-------
Total 105,000
=======
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.

PROPOSAL 3. TO APPROVE AND RATIFY THE REVOLVING LINE OF CREDIT IN THE MAXIMUM
AMOUNT OF UP TO $1.5 MILLION FROM PETER G. DORNAU, OUR PRESIDENT AND CEO, TO OUR
COMPANY AND WARRANTS PREVIOUSLY GRANTED TO PETER G. DORNAU IN CONNECTION WITH
THIS CREDIT FACILITY

During the quarter ended December 31, 2005, we finalized a revolving credit
facility with Peter G. Dornau, our President and CEO. In connection with his
agreement to loan a maximum of $1.5 million to the Company in order to bolster
its working capital, we issued warrants to Mr. Dornau to purchase a maximum of 1
million shares of our common stock. Such warrants are exercisable 500,000 shares
at $1.13 and 500,000 shares at $.863. The exercise prices were determined by the
closing bid of our common stock on the date of grant plus ten (10%) per cent on
each date of grant. In addition, Mr. Dornau has the right, at his sole
discretion, to convert such debt into a maximum of 1.5 million shares of our
common stock at the rate of $1.00 per share. This transaction was unanimously
approved by the Company's board of directors.

Mr. Dornau has agreed that he will not exercise the warrants nor will he
convert the loan into shares of the Company's common stock until this
transaction has been approved by a shareholder vote at the Company's Annual
Meeting of Shareholders.

Vote Required and Recommendation

The Board recommends shareholders to vote "FOR" the ratification of the
revolving line of credit in the maximum amount of up to $1.5 million from Peter
G. Dornau, our President and Chief Executive Officer, to our Company and
warrants previously granted to Peterr G. Dornau in connection with this credit
facility.

PROPOSAL 4. RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We are asking our shareholders to ratify the Audit Committee's appointment
of Levi, Cahlin & Co. as our independent certified public accountants for the
year ending December 31, 2006. 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.
13

We engaged Levi, Cahlin & Co. as our independent auditor on December 23,
2004 and Levi, Cahlin & Co. audited our consolidated financial statements for
the year ended December 31, 2005. Representatives of Levi, Cahlin & Co. 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 following is a summary of the fees billed to the Company by Levi,
Cahlin & Co. and our former auditors, Berkovits, Lago & Company, LLP and charged
to operations during the years ended December 31:

Fee Category 2005 2004
------------ ---- ----
Audit Fees $39,000 $42,900
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
------- -------
Total Fees $39,000 $42,900
======= =======

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 Levi, Cahlin & Co. in connection with
statutory and regulatory filings or engagements.

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 Levi, Cahlin & Co., as our independent
certified public accountants for the year ending December 31, 2006, 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 Levi, Cahlin &
Co. as our independent auditors for the year ended December 31, 2006.
14

Previous Independent Auditors

On December 15, 2004, we dismissed Berkovits, Lago & Company, LLP
("Berkovits"). The decision to change accountants was approved by our Audit
Committee. As of December 15, 2004, we did not have any change or disagreement
with Berkovits with respect to the preparation of our financial statements for
the two (2) most recent years contained in our Annual Report on Form 10-K for
the year ended December 31, 2004.

The report of Berkovits on our financial statements for fiscal 2003, fiscal
2002 and all subsequent interim periods, did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles for fiscal 2003, fiscal 2002 and all subsequent
interim periods. Furthermore, Berkovits did not advise us that: 1) internal
controls necessary to develop reliable financial statements did not exist, or

2) information had come to the attention of Berkovits which made it
unwilling to rely upon management's representations or made it unwilling to be
associated with the financial statement prepared by management, or

3) the scope of the audit should be expanded significantly, or information
had come to the attention of Berkovits that they concluded will, or if further
investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal periods
subsequent to December 31, 2003 (including information that may prevent it from
rendering an unqualified audit report on those financial statements) or made it
unwilling to rely on management's representations or to be associated with the
financial statements prepared by management or,

4) information has come to the attention of Berkovits that they have
concluded will, or if further investigated might, materially impact the fairness
or reliability of a previously issued audit report or the underlying financial
statements or the financial statements issued or to be issued covering the
fiscal periods subsequent to December 31, 2003 through December 15, 2004, the
date of the Form 8-K filing reporting our change in accountants, that had not
been resolved to the satisfaction of Berkovits or which would have prevented
Berkovits from rendering an unqualified audit report on such financial
statements.

During fiscal 2003, fiscal 2002 and all subsequent interim periods, there
were no disagreements with Berkovits on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the satisfaction of Berkovits would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on these financial statements for those periods.

ANNUAL REPORT ON FORM 10-K

We are mailing copies of our Annual Report on Form 10-K for the year ended
December 31, 2005 with this proxy statement to our shareholders of record as of
April 17, 2006.

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 47
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.
15

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, 2006 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.

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

Proxy for Annual Meeting of Shareholders on June 15, 2006

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 J. Tieger, 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 our Annual Meeting
of Shareholders to be held on June 15, 2006 at 10:00 a.m., local 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.

1. The election of the following persons as directors of our 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 J. Tieger For / / Withhold Authority / /
Laz L. Schneider For / / Withhold Authority / /
James M. Kolisch For / / Withhold Authority / /
John B. Turner For / / Withhold Authority / /
Sonia B. Beard For / / Withhold Authority / /

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

2. Ratification of restricted stock grants previously issued to employees
as compensation. For / / Against / / Abstain / /

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

3. The ratification of the revolving line of credit in the maximum amount
of up to $1.5 million from Peter G. Dornau, our President and Chief Executive
Officer, to our Company and warrants previously granted to Peter G. Dornau in
connection with this credit facility.

For / / Against / / Abstain / /

The Board of Directors recommends a vote "FOR" Proposal 4 below.

4. The approval, adoption and ratification of the selection by the Board of
Directors of Levi, Cahlin & Co., Certified Public Accountants, as our Auditors
for the year ending December 31, 2006.

For / / Against / / Abstain / /

5. 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.

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.

Dated 2006 ____________________________________
----------------------------

____________________________________