


<PAGE>

                             LETTER OF TRANSMITTAL
                       TO TENDER SHARES OF COMMON STOCK
          (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

                                       OF

                              CIRCON CORPORATION
           PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 30, 1998

                                      BY

                            MMI ACQUISITION CORP.,
                           A WHOLLY OWNED SUBSIDIARY

                                      OF

                             MAXXIM MEDICAL, INC.

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      THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
     CITY TIME, ON TUESDAY, JANUARY 5, 1999, UNLESS THE OFFER IS EXTENDED.
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                       The Depositary for the Offer is:
                       HARRIS TRUST COMPANY OF NEW YORK

           By Mail:                           By Hand and Overnight Courier:
Harris Trust Company of New York             Harris Trust Company of New York
     Wall Street Station                              88 Pine Street
         P.O. Box 1023                                 19th Floor
 New York, New York 10268-1023                    New York, New York 10005

          By Facsimile Transmission: (212) 701-7636 or (212) 701-7637
                       (For Eligible Institutions Only)
                 Confirm Facsimile by Telephone: (212) 701-7624

                     For Information Call: (212) 701-7624


DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

     THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     This Letter of Transmittal is to be used by stockholders of Circon
Corporation if certificates for Shares (as such term is defined below) are to
be forwarded herewith or, unless an Agent's message (as defined in Instruction
2 below) is utilized, if delivery of Shares is to be made by book-entry
transfer to an account maintained by the Depositary (as defined in the
INTRODUCTION of the Offer to Purchase at the Book-Entry Transfer Facility (as
defined in, and pursuant to the procedures set forth in, Section 3 of the Offer
to Purchase). Stockholders who deliver Shares by book-entry transfer are
referred to herein as "Book-Entry Stockholders" and other stockholders who
deliver shares are referred to herein as "Certificate Stockholders."

     Stockholders who wish to tender their Shares but whose certificates for
Shares are not immediately available or who cannot deliver either the
certificates for their Shares, or a Book-Entry Confirmation (as defined in
Section 3 of the Offer to Purchase) with respect to their Shares, and all other
documents required hereby to the Depositary on or prior to the Expiration Date
(as defined in Section 1 of the Offer to Purchase) must tender such Shares
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

<PAGE>

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
    COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
    FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):


    Name of Tendering Institution:
                                  --------------------------------------------

    Account Number:                         Transaction Code Number:
                    ---------------------                           ----------

   
           


[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
    FOLLOWING:


    Name(s) of Registered Owner(s):
                                    ------------------------------------------

    Window Ticket Number (if any): 
                                   -------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery:
                                                        ----------------------

    Name of Institution that Guaranteed Delivery: 
                                                  ----------------------------

    If delivered by Book-Entry Transfer, check box:  [ ]

    Account Number:
                    ----------------------------------------------------------

    Transaction Code Number: 
                               ----------------------------------------------

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                         DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
                                                                                 
                                                                                              
           NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                       
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON                             SHARES TENDERED
                     SHARE CERTIFICATE(S))                              (ATTACH ADDITIONAL SCHEDULE LIST IF NECESSARY)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>                      <C>
                                                                                       TOTAL NUMBER
                                                                                         OF SHARES             NUMBER
                                                                     CERTIFICATE       REPRESENTED BY         OF SHARES
                                                                     NUMBER(S)(1)     CERTIFICATE(S)(1)      TENDERED(2)
                                                                     ------------------------------------------------------

                                                                     ------------------------------------------------------

                                                                     ------------------------------------------------------

                                                                     ------------------------------------------------------

                                                                     ------------------------------------------------------
                                                                      TOTAL SHARES:
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  NEED NOT BE COMPLETED BY BOOK-ENTRY STOCKHOLDERS.
 

(2)  UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED
     BY SHARE CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED
     HEREBY. SEE INSTRUCTION 4.


<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
                                        

Ladies and Gentlemen:

     The undersigned hereby tenders to MMI Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Maxxim Medical,
Inc., a Delaware corporation ("Parent"), a wholly owned subsidiary of Maxxim
Medical, Inc., a Texas corporation ("Maxxim"), the above-described shares of
common stock, par value $0.01 per share (the "Common Stock"), including the
associated preferred stock purchase rights (the "Rights" and, together with the
Common Stock, the "Shares"), of Circon Corporation, a Delaware corporation (the
"Company"), pursuant to Purchaser's offer to purchase all of the outstanding
Shares at a price of $15.00 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 30, 1998, and in
this Letter of Transmittal (which, together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer"), The undersigned
understands that Purchaser reserves the right to transfer or assign, in whole
at any time, or in part from time to time, to one or more of its affiliates,
the right to purchase all or any portion of the Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve Purchaser of its
obligations under the Offer and will in no way prejudice the rights of
tendering stockholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer. Receipt of the Offer is hereby
acknowledged.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of November 21, 1998 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company.

     Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment),
subject to, and effective upon, acceptance for payment of, and payment for, the
Shares tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Purchaser all right, title and interest in and to all the Shares that are being
tendered hereby (and any and all non-cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after November 21, 1998 (collectively, "Distributions")) and irrevocably
constitutes and appoints the Depositary the true and lawful Agent and
attorney-in-fact of the undersigned with respect to such Shares (and any and
all Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver certificates for such Shares (and any and all Distributions), or
transfer ownership of such Shares (and any and all Distributions) on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of Purchaser, (ii) present such Shares (and any and all
Distributions) for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of the
Offer.

     By executing this Letter of Transmittal (including delivery through an
Agent's Message), the undersigned hereby irrevocably appoints Kenneth W.
Davidson and Peter M. Graham in their respective capacities as officers of
Purchaser, and any individual who shall thereafter succeed to any such office
of Purchaser, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote at any annual or
special meeting of the Company's stockholders or any adjournment or
postponement thereof or otherwise in such manner as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, execute any written consent concerning any matter as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, and otherwise act as each such attorney-in-fact and
proxy or his substitute shall in his sole discretion deem proper with respect
to, all of the Shares (and any and all Distributions) tendered hereby and
accepted for payment by Purchaser. All such powers of attorney and proxies will
be considered coupled with an interest in the tendered Shares. Such appointment
will be effective if, as and when, and only to the extent that, Purchaser
accepts for payment the Shares tendered by such stockholder pursuant to the
Offer. All such powers of attorney and proxies will be irrevocable and will be
deemed granted in consideration of the acceptance for payment by Purchaser of
Shares tendered in accordance with the terms of the Offer. Upon such
appointment, all prior powers of attorney, proxies and consents given by such
stockholder with respect to such Shares (and any and all Distributions) will,
without further action, be revoked and no subsequent powers of attorney,
proxies, consents or revocations may be given by such stockholder (and, if
given, will not be deemed effective). The designees of Purchaser named above
will thereby be empowered to exercise all voting and other rights with respect
to such Shares (and any and all Distributions), including, without limitation,
in respect of any annual or special meeting of the Company's stockholders (and
any adjournment or postponement thereof), actions by written consent in lieu of
any such meeting or otherwise, as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper. Purchaser reserves the
right to require


<PAGE>


that, in order for Shares to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser must be able to
exercise full voting, consent and other rights with respect to such Shares (and
any and all Distributions), including voting at any meeting of the Company's
stockholders.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
(including any and all Distributions) tendered hereby, that the undersigned
owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that the tender of the tendered Shares complies with Rule 14e-4 under the
Exchange Act, and that when such Shares are accepted for payment by Purchaser,
Purchaser will acquire good, marketable and unencumbered title to such Shares
and to any and all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and such Shares and Distributions will not be subject
to any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or Purchaser to be necessary
or desirable to complete the sale, assignment and transfer of the Shares
tendered hereby and and any and all Distributions. In addition, the undersigned
shall remit and transfer promptly to the Depositary for the account of
Purchaser any and all Distributions in respect of the Shares tendered hereby,
accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of each such Distributions and
may withhold the entire purchase price of the Shares tendered hereby or deduct
from such purchase price, the amount or value of such Distributions as
determined by Purchaser in its sole discretion.

     All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.

     The undersigned understands that the valid tender of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and Purchaser upon the terms and subject to the conditions of the
Offer (and if the Offer is extended or amended, the terms or conditions of any
such extension or amendment). Without limiting the foregoing, if the price to
be paid in the Offer is amended in accordance with the Merger Agreement, the
price to be paid to the undersigned will be the amended price notwithstanding
the fact that a different price is stated in this Letter of Transmittal. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment and pay for
any of the Shares tendered hereby.

     Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return
any certificates for Shares not tendered or accepted for payment in the name(s)
of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return
any certificates evidencing Shares not tendered or not accepted for payment
(and any accompanying documents, as appropriate) in the name(s) of, and deliver
such check and/or return any such certificates (and any accompanying documents,
as appropriate) to, the person(s) so indicated. Unless otherwise indicated in
the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Purchaser does not accept for payment any of
the Shares so tendered.


                                       4
<PAGE>

[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
    HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.


NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN 
CERTIFICATES:
              ---------------------------------------------------------------


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                         SPECIAL PAYMENT INSTRUCTIONS
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7)

         To be completed ONLY if the check for the purchase price of Shares
accepted for payment is to be issued in name of someone other than the
undersigned, if certificates for Shares not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned or
if Shares tendered hereby and delivered by book-entry transfer that are not
accepted for payment are to be returned by credit to an account maintained at a
Book-Entry Transfer Facility other than the account indicated above.


Issue check and/or Share certificate(s) to:

Name: 
       -----------------------------------------------------------------------
                                 (PLEASE PRINT)

Address: 
         ---------------------------------------------------------------------

------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

------------------------------------------------------------------------------
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                           (SEE SUBSTITUTE FORM W-9)



 Credit Shares delivered by book-entry transfer and not purchased to the
 Book-Entry Transfer Facility account.

------------------------------------------------------------------------------
                                (ACCOUNT NUMBER)

------------------------------------------------------------------------------


------------------------------------------------------------------------------
                         SPECIAL DELIVERY INSTRUCTIONS
                       (SEE INSTRUCTIONS 1, 5, 6 AND 7)

         To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares accepted
for payment is to be sent to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares
Tendered."



Mail check and/or Share certificates to:


Name:
     -------------------------------------------------------------------------
                                 (PLEASE PRINT)

Address: 
         ---------------------------------------------------------------------

----------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

----------------------------------------------------------------------------
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                           (SEE SUBSTITUTE FORM W-9)
     
------------------------------------------------------------------------------
     
     
     


<PAGE>

------------------------------------------------------------------------------
                                   SIGN HERE
                   (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)


------------------------------------------------------------------------------


------------------------------------------------------------------------------
                       (SIGNATURE(S) OF STOCKHOLDER(S))


Dated:                       , 199
       ---------------------      --


(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)


Name(s): 
         ---------------------------------------------------------------------
 

------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Name of Firm:
             -----------------------------------------------------------------

Capacity (full title):
                       -------------------------------------------------------
                                        (SEE INSTRUCTION 5)

Address:
        ----------------------------------------------------------------------
                                     

------------------------------------------------------------------------------
                              (INCLUDE ZIP CODE)

Area Code and Telephone Number: 
                                ----------------------------------------------


Tax Identification or Social Security Number: 
                                              --------------------------------
                                                (SEE SUBSTITUTE FORM W-9)


                           GUARANTEE OF SIGNATURE(S)
                          (SEE INSTRUCTIONS 1 AND 5)


Authorized Signature:
                      --------------------------------------------------------

Name(s): 
         ---------------------------------------------------------------------
 
------------------------------------------------------------------------------
                                 (PLEASE PRINT)

Title: 
      ------------------------------------------------------------------------

Name of Firm:
             -----------------------------------------------------------------

Address:
        ----------------------------------------------------------------------

------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number:
                               -----------------------------------------------

<PAGE>

                                 INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes hereof, includes any
participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) tendered
herewith, unless such registered holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an "Eligible Institution"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.

     2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by stockholders of
the Company either if Share certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in Section
3 of the Offer to Purchase. For a stockholder validly to tender Shares pursuant
to the Offer, either (a) a properly completed and duly executed Letter of
Transmittal (or facsimile hereof), together with any required signature
guarantees, or an Agent's Message (in connection with book-entry transfer), and
any other required documents, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date and either (i)
certificates for tendered Shares must be received by the Depositary at one of
such addresses on or prior to the Expiration Date or (ii) Shares must be
delivered pursuant to the procedures for book-entry transfer set forth herein
and in Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be
received by the Depositary on or prior to the Expiration Date or (b) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth herein and in Section 3 of the Offer to Purchase.

     Stockholders whose certificates for Shares are not immediately available
or who cannot deliver their certificates and all other required documents to
the Depositary on or prior to the Expiration Date or who cannot comply with the
book-entry transfer procedures on a timely basis may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in Section 3
of the Offer to Purchase.

     Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary on or prior to the Expiration
Date and (iii) the certificates for all tendered Shares, in proper form for
transfer (or a Book-Entry Confirmation with respect to all tendered Shares),
together with a properly completed and duly executed Letter of Transmittal (or
facsimile hereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the New York Stock Exchange is open for business.

     The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.

     The signatures on this Letter of Transmittal cover the Shares tendered
hereby.

     THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

     No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile hereof), waive any right to receive
any notice of acceptance of their Shares for payment.


<PAGE>

     3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.

     4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box entitled
"Number of Shares Tendered." In any such case, new certificate(s) for the
remainder of the Shares that were evidenced by the old certificate(s) will be
sent to the registered holder, unless otherwise provided in the appropriate box
on this Letter of Transmittal, as soon as practicable after the Expiration Date
or the termination of the Offer, whichever occurs earlier. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.

     5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any change
whatsoever.

     If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.

     If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person so to
act must be submitted.

     If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares
not tendered or not accepted for payment are to be issued in the name of a
person other than the registered holder(s). Signatures on any such Share
certificates or stock powers must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.

     6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or
if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person(s)) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased unless evidence
satisfactory to Purchaser of the payment of such taxes, or exemption therefrom,
is submitted.

     Except as otherwise provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the Share certificates
evidencing the Shares tendered hereby.

     7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
Share certificates for Shares not accepted for payment or not tendered are to
be issued in the name of and/or returned to, a person other than the signer(s)
of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer(s) of this
Letter of Transmittal, or to an address other than that designated above, the
appropriate boxes on this Letter of Transmittal should be completed. Any
stockholder(s) delivering Shares by book-entry transfer may request that Shares
not purchased be credited to such account maintained at the Book-Entry Transfer
Facility as such stockholder(s) may designate in the box entitled "Special
Payment Instructions." If no such instructions are given, any such Shares not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above as the account from which such Shares were delivered.
 

<PAGE>

     8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Information Agent at its address and telephone number set forth below, or from
brokers, dealers, commercial banks or trust companies.

     9. WAIVER OF CONDITIONS. Subject to the terms of the Merger Agreement,
Parent and Purchaser reserve the absolute right in their sole discretion to
waive, at any time or from time to time, any of the specified conditions of the
Offer (except the Minimum Condition, as such term is defined in Exhibit A to
the Merger Agreement), in whole or in part, in the case of any Shares tendered.
 

     10. BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify, under
penalties of perjury, that such TIN is correct and that such stockholder is not
subject to backup withholding.

     Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the Internal Revenue Service (the "IRS"). If backup
withholding results in an overpayment of tax, a refund can be obtained by the
stockholder upon filing an income tax return.

     The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.

     The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.

     Certain stockholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup
withholding. Noncorporate foreign stockholders should complete and sign the
main signature form and a Form W-8, Certificate of Foreign Status, a copy of
which may be obtained from the Depositary, in order to avoid backup
withholding. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.

     11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares represented by the lost certificate(s). The stockholder will then be
instructed as to the steps that must be taken in order to replace the Share
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen Share
certificates have been followed.

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE ON OR PRIOR TO
THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.


<PAGE>

                           IMPORTANT TAX INFORMATION

     Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payor) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his social security number. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out Part 2 of the Substitute Form W-9.
If the Depositary is not provided with the correct taxpayer identification
number, the stockholder may be subject to a $50 penalty imposed by the IRS. In
addition, payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding.

     Certain stockholders (including, among others, all corporations, and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. Exempt stockholders, other than
foreign individuals, should furnish their TIN, write "Exempt" on the face of
the Substitute Form W-9 below, and sign, date and return the Substitute Form
W-9 to the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.

     If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.


PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).


WHAT NUMBER TO GIVE THE DEPOSITARY

     The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the tendering stockholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the near future,
such stockholder should write "Applied For" in the space provided for in the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part 1 and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% on all payments of the purchase price until a
TIN is provided to the Depositary.


<PAGE>


<TABLE>
<S>                          <C>
                                       PAYOR'S NAME: HARRIS TRUST COMPANY OF NEW YORK
---------------------------------------------------------------------------------------------------------------------------------
                             PART 1 -- Please provide your TIN in the box at right and certify by signing and dating below:
 SUBSTITUTE
 FORM W-9                    Social Security Number                or              Employer Identification Number
 DEPARTMENT OF THE TREASURY
 INTERNAL REVENUE SERVICE
                             -----------------------------------                   ----------------------------------------------
                             (If awaiting TIN write "Applied For")                 (If awaiting TIN write "Applied For")

                             ---------------------------------------------------------------------------------------------------
                             PART 2 -- CERTIFICATE -- Under penalties of perjury, I certify that:
 PAYOR'S REQUEST FOR
 TAXPAYER IDENTIFICATION     (a) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
 NUMBER ("TIN")                  number to be issued to me), and
 
                             (b) I am not subject to backup withholding because: (1) I am exempt from backup withholding, or (2) I
                             have not been notified by the IRS that I am subject to backup withholding as a result of a failure
                             to report all interest and dividends, or (3) the IRS has notified me that I am no longer subject to
                             backup withholding.

                             CERTIFICATION INSTRUCTIONS -- You must cross out Part 2 above if you have been notified by the
                             IRS that you are currently subject to backup withholding because of under-reporting interest or
                             dividends on your tax returns. However, if after being notified by the IRS that you are subject to 
                             backup withholding, you receive another notification from the IRS that you are no longer subject to 
                             backup withholding, do not cross out such Part 2. (Also see instructions in the enclosed Guidelines).


                             SIGNATURE :                                              DATE :
                                        -------------------------------------                ----------------------------------

                             ---------------------------------------------------------------------------------------------------
                             PART 3 -- AWAITING TIN  [ ]
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
      REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 

      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN 
      PART 3 OF THE SUBSTITUTE FORM W-9.

-------------------------------------------------------------------------------

            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number to the Depositary within 60 days, 31%
of all reportable payments made to me thereafter will be withheld, but that
such amounts will be refunded to me if I provide a certified Taxpayer
Identification Number to the Depositary within 60 days.


Signature:                             Date:                            , 199
          -----------------------------     ---------------------------      -

-------------------------------------------------------------------------------


<PAGE>

Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and the other tender offer documents may
be directed to the Information Agent at its address and telephone numbers set
forth below:



                    The Information Agent for the Offer is:

                                   MACKENZIE
                              PARTNERS, INC. LOGO

                                156 Fifth Avenue
                            New York, New York 10010
                            (212) 929-5500 (Collect)
                                       or
                        Call Toll Free: (800) 322-2885


