CROWN LABORATORIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS ON SEPTEMBER 16, 1997
The undersigned hereby appoints Craig E. Nash and Scott O.
Nash, or either of them with full power of substitution to each
of them, as proxies to represent the undersigned at the Annual
Meeting of Shareholders of Crown Laboratories, Inc., to be held
at 10:00 am local time, September 16, 1997, at Monte Carlo Resort
& Casino, 3770 Las Vegas Blvd., South, Las Vegas, Nevada 89109,
and at any adjournment thereof and to vote all shares of stock
which the undersigned may be entitled to vote at such meeting in
the following manner:
1. To approve Proposal One to amend the Certificate of
Incorporation to adopt a classified Board of Directors.
FOR AGAINST ABSTAIN
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2. For all Nominees listed below except as set forth to the
contrary below.
Class I Directors: Dr. Linda Carrick and Lee A. Hooker
Class II Directors: Herbert G. Altman and Arthur M. Berkowitz
Class III Directors: Christopher C. Demetree, Craig E. Nash and
Scott O. Nash
[ ] For all Nominees
[ ] Withholding All Nominees
To withhold authority for any individual Nominee, write the
Nominee's name:
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3. To approve Proposal Three to amend the Certificate of
Incorporation to eliminate the designations of Series A and
Series B Preferred Stock. FOR AGAINST ABSTAIN
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4. To approve Proposal Four to adopt the Crown Laboratories, Inc.
1997 Incentive Plan.
FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
5. To vote with discretionary authority upon any other business
which may properly come before the meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED
FOR EACH OF THE ABOVE PROPOSALS.
The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Shareholders and Proxy Statement dated
August 22, 1997.
Date , 1997.
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Signature of Shareholder Signature of Shareholder
This proxy should be signed exactly as your name appears
hereon. Joint owners should both sign. If signed by executors,
administrators, trustees and other persons signing in
representative capacity, they should give full titles. Please
complete, date, and sign this proxy and return it in the enclosed
envelope.
