THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Special Meeting of
Shareholders, you can ensure your shares are represented at the
Meeting by promptly completing and returning your proxy
(attached below) in the enclosed envelope. Thank you for your
attention to this important matter.
DETACH HERE
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PROXY PROXY
For the Special Meeting Of Shareholders of
FIRST ENTERTAINMENT HOLDING CORP.
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Howard Stern and Douglas R. Olson,
or either of them, as proxies with full power of substitution to vote
all the shares of the undersigned with all of the powers which the
undersigned would possess if personally present at the Special Meeting
of Shareholders of First Entertainment Holding Corp. (the "Company"),
to be held at 10:00 A.M. on December 4, 2000, at The Comedy Works, 1226
15th Street, Denver, CO 80202, or any adjournments thereof, on the
following matters set forth on the reverse side:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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X Please mark
votes as in
this example.
Unless contrary instructions are given, the shares represented by this
proxy will be voted in favor of Items 1, 2, 3, 4, 5 and 6. This proxy
is solicited on behalf of the Board of Directors of the Company.
1. ELECTION OF DIRECTORS
Nominees: Douglas R. Olson, William Rubin, Howard Stern and
Michael Marsowicz.
FOR ALL NOMINEES---- WITHHELD FROM ALL NOMINEES----
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE----
2. Proposal to approve the Company's 2000 Stock Option Plan.
----FOR ----AGAINST ----ABSTAIN
3. Proposal to amend the Company's Articles Of Incorporation to
increase authorized common stock.
----FOR ----AGAINST ----ABSTAIN
4. Proposal to amend the Company's Articles Of Incorporation to
change the name of the Company to "F2 Network Inc."
----FOR ----AGAINST ----ABSTAIN
5. Proposal to authorize the Company's Board Of Directors to
determine, in the Board's discretion, to effect a reverse stock
split of the Company's outstanding common stock.
----FOR ----AGAINST ----ABSTAIN
6. Proposal to ratify the selection by the Board of Directors of
Gordon, Hughes & Banks, LLP as the independent certified
accountants for the Company for the fiscal year ending December
31, 2000.
----FOR ----AGAINST ----ABSTAIN
7. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW----
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN
AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
(Please sign exactly as shown on your stock certificate and on the
envelope in which this proxy was mailed. When signing as partner,
corporate officer, attorney, executor, administrator, trustee,
guardian, etc., give full title as such and sign your own name as well.
If stock is held jointly, each joint owner should sign.)
Signature:--------------------------------Date:------------------------
Signature:--------------------------------Date:------------------------
