Edgar Filing: BARRISTER GLOBAL SERVICES NETWORK INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

Barrister Global Services Network, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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BARRISTER GLOBAL SERVICES NETWORK, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 9, 2002

The Annual Meeting of Stockholders of Barrister Global Services Network, Inc.
(the "Company") will be held at the Buffalo and Erie County Public Library
Auditorium, Clinton and Ellicott Streets, Buffalo, New York, on September 9,
2002 at 10:00 a.m., local time, for the following purposes:

1. To elect eight (8) directors.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the current fiscal year.
3. To transact such other business as may properly come before the
meeting.

The close of business on July 22, 2002 has been fixed as the record date for
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting.

By order of the Board of Directors,

Russell J. Matuszak
Secretary

July 25, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.

BARRISTER GLOBAL SERVICES NETWORK, INC.

290 ELLICOTT STREET
BUFFALO, NEW YORK 14203
(716) 845-5010

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
SEPTEMBER 9, 2002

GENERAL

This Proxy Statement and accompanying form of proxy have been mailed on or about
July 25, 2002, to all holders of record on July 22, 2002 of Common Stock, par
value $.24 per share ("Common Stock") of Barrister Global Services Network,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on September 9, 2002 and at any
adjournment or postponements thereof.

Shares represented by an effective proxy in the accompanying form, unless
contrary instructions are specified in the proxy, will be voted FOR each of the
proposals set forth in the accompanying Notice of Annual Meeting of
Stockholders. Any proxy may be revoked at any time before it is voted. A
stockholder may revoke his/her proxy by executing another proxy at a later date,
by notifying the Secretary of the Company in writing of his/her revocation, or
by attending and voting at the Annual Meeting. Revocation is effective only upon
receipt of notice by the Secretary.

The Company will bear the cost of soliciting proxies by the Board of Directors.
The Board of Directors may use the services of the Company's executive officers
and certain directors to solicit proxies from stockholders in person and by
mail, telegram and telephone, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing. In addition, the Company
will request brokers, nominees and others to forward proxy materials to their
principals and to obtain authority to execute proxies. The Company will
reimburse such brokers, nominees and others for their reasonable out-of-pocket
and clerical expenses incurred by them in so doing.

The securities entitled to vote at the Annual Meeting are shares of Common
Stock. Each share of Common Stock is entitled to one vote. The close of business
on July 22, 2002 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof. At that date 11,901,326 shares of Common
Stock were outstanding.

PRINCIPAL STOCKHOLDERS

CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of June 17, 2002 with
respect to the beneficial ownership of the Company's Common Stock by all persons
or groups (as such terms are used in Section 13(d)(3) of the Securities Exchange
Act of 1934) known by the Company to be beneficial owners of more than 5% of its
outstanding common stock.

======================================== ====================================== ======================================

NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF AND NATURE OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS (2)

======================================== ====================================== ======================================

Henry P. Semmelhack 1,860,624 (3) 15.35
761 Willardshire Blvd.
Orchard Park, NY 14127

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

James D. Morgan 995,752 (4) 8.30
224 Allen Way
Incline Village, NV 89451

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

Richard E. McPherson 965,888 (5) 8.05
13058 Kirby Road
Akron, NY 14001

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

Thomas W. Jones 721,131 6.06
520 Fairhills Drive
San Rafael, CA 94901

======================================== ====================================== ======================================

(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings with the
Securities and Exchange Commission. Pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, beneficial
ownership of a security consists 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 to direct the
disposition) with respect to a security whether through any contract,
arrangement, understanding, relationship or otherwise. Except as
otherwise indicated, the named person has sole voting and investment
power with respect to the Common Stock set forth opposite his name.

(2) Percentages have been calculated on the basis of 11,901,326 shares of
Common Stock outstanding, plus, as appropriate, shares deemed
outstanding pursuant to Rule 13d-3(d)(1).

(3) Includes options to purchase 18,700 shares of Common Stock and warrants
to purchase 180,000 shares of Common Stock. Also includes 196,900
shares of Common Stock and warrants to purchase 22,500 shares of Common
Stock owned by Mr. Semmelhack's wife. Mr. Semmelhack disclaims any
beneficial ownership of such shares.

(4) Includes options to purchase 12,000 shares of Common Stock and warrants
to purchase 90,000 shares of Common Stock.

(5) Includes options to purchase 12,000 shares of Common Stock and warrants
to purchase 90,000 shares of Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of Common Stock of the
Company as of June 17, 2002 by each director, each executive officer who is
named in the Summary Compensation Table, and by all directors and officers as a
group.

------------------------------------- ------------------------------------------ ---------------------------
NUMBER OF SHARES AND
NAME OF BENEFICIAL OWNER NATURE OF BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
------------------------- ---------------------------------- --------------------

Joseph A. Alutto 17,000 (3) *
Franklyn S. Barry, Jr. 16,000 (3) *
Richard P. Beyer 273,570 (4) 2.28
William O. Bray 107,563 *
Warren E. Emblidge, Jr. 27,000 (3) *
Richard E. McPherson 965,888 (5) 8.05
James D. Morgan 995,752 (5) 8.30
Charles E. Roberts 50,000 (6) *
Henry P. Semmelhack 1,860,624 (7) 15.35
All directors and officers
as a group 4,317,063 (8) 34.53
------------------------------------- ------------------------------------------ ---------------------------
* Less than 1%

(2) Percentages have been calculated on the basis of 11,901,326 shares of
Common Stock outstanding, plus, as appropriate, shares deemed
outstanding pursuant to Rule 13d-3(d)(1).

(3) Includes options to purchase 12,000 shares of Common Stock.

(4) Amount includes options to purchase 78,000 shares of Common Stock and
warrants to purchase 11,250 shares of Common Stock.

(5) Includes options to purchase 12,000 shares of Common Stock and warrants
to purchase 90,000 shares of Common Stock.

(6) Amount consists of options to purchase shares of Common Stock.

(7) Includes options to purchase 18,700 shares of Common Stock and warrants
to purchase 180,000 shares of Common Stock. Also includes 196,900
shares of Common Stock and warrants to purchase 22,500 shares of Common
Stock owned by Mr. Semmelhack's wife. Mr. Semmelhack disclaims any
beneficial ownership of such shares.

(8) Includes options to purchase 208,366 shares of Common Stock and
warrants to purchase 393,750 shares of Common Stock.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the meeting eight directors are to be elected to serve until the next Annual
Meeting or until their successors are elected and qualified. The persons named
in the enclosed proxy intend to vote the shares represented by proxies for the
Board of Directors nominees unless authority to vote for such persons is
withheld. If any of those nominated should not continue to be available for
election, it is intended that the shares represented by the proxies will be
voted for such other person or persons as the Board shall designate. No
circumstances are presently known which would render any nominee named herein
unavailable for election.

The principal occupation for the last five years of each nominee for election as
director is listed below. The information is as of June 17, 2002. None of the
nominees is related to an officer of the Company or to any other director.

NOMINEES FOR DIRECTOR

JOSEPH A. ALUTTO - AGE 61 Director since 2000

Joseph A. Alutto is Executive Dean of the Professional Colleges for Ohio State
University, which includes the Max M. Fisher College of Business, of which he is
also Dean and Professor of Management. Previously, Dr. Alutto was Dean of the
School of Management for the State University of New York at Buffalo, a position
which he held for 14 years. Dr. Alutto also serves as a member of the Board of
Directors for United Retail Group, Inc. and Nationwide Financial Services Inc.

FRANKLYN S. BARRY, JR. - AGE 62 Director since 1991

Franklyn S. Barry, Jr. was President and Chief Executive Officer of Aethlon
Medical, Inc. and of its predecessor Hemex, Inc., both developers of medical
devices, until his retirement in June 2001. Previously, he was President of
Sheridan Companies, a consumer products manufacturer, and President of Ingram
Software, a wholesale distributor of personal computer products. Earlier, Barry
was President of Fisher Price Toys. He has been a Director of Aethlon Medical
since 1999, and of Merchants Mutual Insurance Company since 1981. He was also a
Director of Merchants Insurance Group, Inc. from 1986 to 1994.

RICHARD P. BEYER - AGE 55 Director since 1982

Richard P. Beyer is Senior Vice President Finance, Chief Financial Officer and
Treasurer of Barrister Global Services Network, Inc. Since the Company's
incorporation in 1982 to 2001, he served as Vice President Finance, Treasurer
and Director for the Company. Previously, he was Vice President and Treasurer of
Comptek Research, Inc. where he began his career in 1974. Beyer has also served
as a Senior Auditor with KPMG LLP.

WILLIAM O. BRAY - AGE 52 Director since 2002

William O. Bray is President and Chief Executive Officer since joining the
Company in January 2002. Prior to joining the Company, Bray served as President
and Chief Operating Officer of Hitachi Innovative Solutions Corporation, a
wholly owned subsidiary of Hitachi, Ltd., a global professional services
company. He also was Vice President, Outsourcing Solutions and Managed Services,
for NCR Corporation and held executive positions with COMDISCO, Inc. and Unisys
Corporation. He began his career with NCR in 1975.

WARREN E. EMBLIDGE, JR. - AGE 59 Director since 1993

Warren E. Emblidge, Jr. has been President of S.J. McCullagh, Inc., an importer,
roaster and distributor of coffee and related products, from 1986 to present. In
1989, Emblidge founded McCullagh Food Services, LLP, a distributor of coffee and
related products for the Canadian marketplace. In 1995, McCullagh International,
Inc. was formed. McCullagh International, Inc. holds a license from the
government of Vietnam, entitling the Company to grow, mill, roast and export
coffees from Vietnam. Previously, Emblidge served in various executive positions
at

Goldome FSB/Buffalo Savings Bank, including Executive Vice President of
Goldome Realty Credit Corporation, President of Goldome Corporation and Group
Vice President of Buffalo Savings Bank.

RICHARD E. MCPHERSON - AGE 69 Director since 1982

Richard E. McPherson served as Vice President of the Company since its
incorporation in 1982 until 1995 when he retired. He was one of the founders of
Comptek Research, Inc. and served as Vice President of that company prior to
April 1982.

JAMES D. MORGAN - AGE 65 Director since 1982

James D. Morgan recently retired from Logicon Comptek Federal Systems, Inc.
where he served as Vice President. He served as Vice President of Product
Engineering of the Company from 1982 to 1990. He was one of the founders of
Comptek Research, Inc. and served as a Director of Comptek prior to its
acquisition by Northrup Grumman Corporation in 2000.

HENRY P. SEMMELHACK - AGE 65 Director since 1982

Henry P. Semmelhack has served as the Company's Chairman of the Board of
Directors, Chief Executive Officer and President since its incorporation in
1982. He retired from the positions of Chief Executive Officer and President in
March 2002. Semmelhack was one of the founders of Comptek Research, Inc. and
served as a Director of Comptek prior to its acquisition by Northrup Grumman
Corporation in 2000. Previously, he served as Comptek's Chairman of the Board,
Chief Executive Officer and President. Semmelhack is also a Director of
Merchants Group, Inc. and a member of the Board of Directors for the Service
Industry Association.

THE NOMINEES RECEIVING THE GREATEST NUMBER OF VOTES REPRESENTED AT THE MEETING
(IN PERSON OR BY PROXY) WILL BE ELECTED DIRECTORS, ASSUMING A QUORUM IS PRESENT
AT THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF ALL THE ABOVE-NAMED NOMINEES.

INFORMATION CONCERNING
THE BOARD OF DIRECTORS AND BOARD COMMITTEES

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of 6 meetings during the
fiscal year ended March 31, 2002. The Company has two standing committees: the
Audit Committee and the Compensation Committee.

The Audit Committee consisted of directors Alutto, Barry, Emblidge and Morgan
and met two times during the fiscal year ended March 31, 2002. The Audit
Committee's functions include recommending to the Board of Directors the
engagement of the Company's independent certified public accountants, reviewing
with such accountants the plan for and results of their auditing engagement and
the independence of such accountants.

The Compensation Committee consisted of directors Alutto, Barry, Emblidge,
McPherson and Morgan and met two times during the fiscal year ended March 31,
2002. The Compensation Committee reviews and makes recommendations with respect
to compensation of officers and key employees and administers the Company's
Stock Incentive Plans.

A temporary Executive Search Committee, consisting of directors Barry, Emblidge
and McPherson, was formed for the purpose of hiring an Executive Search firm to
conduct a search for a President and Chief Executive Officer as successor to
Henry P. Semmelhack. The Executive Search Committee met six times during the
fiscal year ended March 31, 2002.

During the fiscal year ended March 31, 2002, no director attended fewer than all
meetings of the Board of Directors and the committees, if any, on which the
director served for the fiscal year.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee acts under a written charter adopted and approved by the
Board of Directors on June 16, 2000.

Audit Fees - The aggregate fees billed by Deloitte & Touche LLP, the member
firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, "Deloitte") for professional services rendered for the audit of
the Company's annual financial statements for the fiscal year ended March 31,
2002 and for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year were $57,550.

All Other Fees - The aggregate fees billed by Deloitte for services rendered to
the Company, other than the services described above under "Audit Fees" for the
fiscal year ended March 31, 2002 were $13,471.

The audit committee has considered whether the provision of non-audit services
is compatible with maintaining the principal accountant's independence.

We have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended March 31, 2002.

We have discussed with Deloitte & Touche, LLP the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended by the Auditing Standards Board of the American Institute
of Certified Public Accountants. Also, we have received and reviewed the written
disclosures and the letter from Deloitte & Touche LLP required by Independence
Standard No. 1, Independence Discussions with Audit Committees, as amended, by
the Independence Standards Board, and have discussed with the auditors their
independence.

Based on the reviews and discussions referred to above, we recommended to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form 10-K for the year ended March 31, 2002.

We have also considered whether the services performed by Deloitte & Touche LLP
not related to the audit of the financial statements referred to above and to
the reviews of the interim financial statements included in the Company's Forms
10-Q is compatible with maintaining Deloitte & Touche LLP independence.

MEMBERS OF THE AUDIT COMMITTEE

JOSEPH A. ALUTTO
FRANKLYN S. BARRY, JR.
WARREN E. EMBLIDGE, JR.
JAMES D. MORGAN, CHAIRMAN

COMPENSATION AND RELATED MATTERS

COMPENSATION OF DIRECTORS

Employee directors receive no additional compensation for service on the Board
of Directors or its committees. In fiscal 2002, Directors who are not employees
received an $8,000 annual retainer, payable semiannually plus a fee of $750 for
each Board and committee meeting attended with a $750 maximum per day.

EXECUTIVE COMPENSATION

The following table shows the compensation during each of the Company's last
three fiscal years awarded to, earned by, or paid to the Company's Chief
Executive Officer and the other most highly compensated officers of the Company
whose compensation exceeded $100,000, based on compensation earned during the
fiscal year ended March 31, 2002.

SUMMARY COMPENSATION TABLE

-------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM
COMPENSATION

Other Securities
Name and Annual Underlying All Other
Principal Fiscal Compen- Options/ Compen-
Position Year Salary($) Bonus($) sation ($) SARs (#) sation ($)
------------ ------ --------- ---------- ----------- ----------- ----------

Henry P. Semmelhack 2002 159,245 - 360,000(2) - 25,016 (3)
Chairman of the Board 2001 144,630 200,000(1) - - 1,555
2000 181,354 - - 8,700 1,451

William O. Bray(4) 2002 48,080 - - 550,000 80,000 (5)
President and Chief
Executive Officer

David L. Blankenship(6) 2002 159,954 - - - 249,003 (7)
Senior Vice President 2001 139,913 25,000(1) - 100,000 1,319
Services Operations 2000 98,660 - - 51,800 -

Richard P. Beyer 2002 99,236 - - - 994
Senior Vice President 2001 79,976 50,000(1) - - 391
Chief Financial Officer

Charles E. Roberts(8) 2002 66,539 - 73,221(9) 1,118
Vice President of
National Sales
-------------------------------------------------------------------------------------------------------------------

(1) A one-time bonus which was paid upon the sale of the Software Division to
Keystone Solutions, US.
(2) The amount disclosed includes $360,000 of deferred compensation payable to
Mr. Semmelhack in connection with Mr. Semmelhack's retirement.
(3) The amount disclosed includes $23,742 book value of a vehicle transferred
to Mr. Semmelhack in connection with Mr. Semmelhack's retirement. The
amount disclosed also includes $1,274 contributed by the Company pursuant
to the matching portion of the Company's 401(k) plan.
(4) Dr. Bray became an executive officer of the Company in January 2002.
(5) The amount disclosed includes $80,000 paid in connection with Dr. Bray's
relocation expense.
(6) Mr. Blankenship ceased to be an executive officer of the Company on
February 28, 2002, and his employment with the Company terminated on
February 28, 2002.
(7) The amount disclosed includes $245,310 payable to Mr. Blankenship pursuant
to an agreement entered into by the Company and Mr. Blankenship in
connection with the termination of his employment. The amount disclosed
includes a $100,000 promissory note and $10,690 of accrued interest
forgiven on March 7, 2002 pursuant to the terms of the agreement, in
exchange for the transfer of 100,000 shares of Company stock valued at
approximately $61,000. The amount disclosed also includes $3,033 in book
value of assets transferred to Mr. Blankenship pursuant to the agreement.
The amount disclosed also includes $1,280 contributed by the Company
pursuant to the matching portion of the Company's 401(k) plan.
(8) Mr. Roberts became an executive officer of the Company in March 2002. Prior
thereto, Mr. Roberts served as Director of National Sales for the Company.
(9) The amount disclosed is compensation earned pursuant to a sales incentive
plan.

The amounts reported in the compensation table above do not include expenditures
made by the Company for an automobile and insurance benefits. These benefits did
not exceed the lesser of $50,000 or 10% of the compensation reported in the
table above.

STOCK OPTION GRANTS IN FISCAL 2002

The following table contains information relating to stock options granted to
the named executive officers in fiscal 2002.

-------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
of Assumed Annual Rates
of Stock Price Appreciation
For Option Term
-----------------------------
Number % of Total
of Shares Options Granted Exercise
Underlying to All Employees Price Expiration
Name OptionsGranted in Fiscal Year Per Share Date 5% (1) 10% (1)
---- -------------- -------------- --------- ------------ ------ -------

William O. Bray 550,000(2) 92.4% $0.47 1/7/12 $162,569 $411,982
-------------------------------------------------------------------------------------------------------------------------------

(1) The dollar amounts in these columns were calculated using an assumed annual
compounded growth over the term of the option of 5% and 10%, respectively.
Use of this model should not be viewed in any way as a forecast of the
future performance of the Company's stock, which will be determined by
future events and unknown factors. The closing price of the Common Stock on
the American Stock Exchange on March 31, 2002 was $ .55.

(2) The number disclosed includes 250,000 of contingent options based upon
certain performance criteria.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

The following table reflects the number of stock options exercised by the named
executive officers in fiscal 2002, the total gain realized upon exercise, the
number of stock options held at the end of the year, and the realizable gain of
the stock options that are "in-the-money." In-the-money stock options are stock
options with exercise prices that are below the year-end stock price because the
stock value increased since the date of the grant.

-------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options/SARs at FY-End (#) at FY-End ($) (1)
-------------------------- -----------------
Shares
Acquired Value
Name On Exercise Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------------- ----------- ------------- ----------- -------------

Henry P. Semmelhack - - 8,700 - - -
William O. Bray - - 550,000 - $44,000
David L. Blankenship - - 145,133 - - -
Richard P. Beyer - - 78,000 - $1,550 -
Charles E. Roberts - - 50,000 - - -
-------------------------------------------------------------------------------------------------------------------------

(1) Based on the closing price of the common stock on the American Stock
Exchange on March 31, 2002, or $.55 per share. The exercise price of the
above options exceeds $.55 in all cases.

EMPLOYMENT CONTRACTS

The Company entered into an employment contract with William O. Bray in December
2001, commencing January 7, 2002. The annual salary payable under said contract
is $250,000. Under the agreement the Company is obligated to make certain
prescribed payments in the event the employee is voluntarily or involuntarily
terminated. In consideration for these payments, the officer agrees to protect
the Company's intellectual property, its proprietary information and not to
compete.

RETIREMENT SAVINGS PLAN

The Company established a defined contribution plan effective April 1, 1986,
known as the Barrister Global Services Network, Inc. Retirement Savings Plan
(the "Savings Plan"). The Savings Plan is intended to meet the requirements of
Section 401(k) of the Code. All employees who are at least twenty-one years of
age and who complete one month

of full time service are eligible to join the Savings Plan. Under the Savings
Plan employees are permitted to contribute up to the lesser of 100% of their
compensation or $11,000.

Contributions under the Savings Plan are made by the Company only with respect
to those participants who agree to contribute a portion of their compensation
from the Company and who complete one year of service. Initial contributions
under the Savings Plan commenced on April 1, 1986. Employees may change their
contribution twice a year (April and October).

A participant at all times is 100% vested in the total contributions made by the
participant and the Company. Distributions are made under the Savings Plan only
upon retirement, death, disability, termination of employment or in the case of
certain hardships.

All contributions under the Savings Plan are placed into individual accounts for
each participant. Each year the Company contributes, on behalf of each
participant, an amount equal to 20% of the first 4% of compensation contributed
by each participant.

CERTAIN TRANSACTIONS

The Company has a term note with BIS Partners, L.P. ("BIS Partners"), a limited
partnership composed of private investors. The term note is secured by Company
assets and receivables. Partners in BIS Partners include Company directors
Semmelhack, McPherson, Morgan and officer/director Beyer. On March 31, 2002, the
balance of the term note was $262,558. The term note is repayable in equal
monthly installments of principal and interest of $35,000.

On August 31, 1995, BIS Partners forgave $450,000 of the term debt owed by the
Company. At the same time, 450,000 warrants were issued to BIS Partners to
purchase up to 450,000 shares of Common Stock. The price per share for purchase
of the Common Stock upon exercise of the warrant is $1.9375, the closing price
of the Common Stock on August 31, 1995. The warrants expire on August 31, 2005.
No warrants have been exercised.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that for the year ended March 31, 2002, all filing requirements applicable to
its officers, directors, and greater-than-ten-percent beneficial owners were
met.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

Subject to approval of the stockholders, the Board of Directors, upon the
recommendation of the Audit Committee, has selected Deloitte & Touche LLP
("Deloitte"), independent public accountants, to audit the financial statements
of the Company for the fiscal year ending March 31, 2003. Deloitte has audited
the Company's financial statements for the Company's last two fiscal years. One
or more representatives of Deloitte will be present at the Annual Meeting and
will have the opportunity to make a statement and/or respond to appropriate
questions that may be raised by stockholders.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMMON
STOCK OF THE COMPANY PRESENT OR REPRESENTED AT THE MEETING IS REQUIRED TO
APPROVE THE RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS. AN
AFFIRMATIVE VOTE IS RECOMMENDED BY MANAGEMENT.

OTHER INFORMATION

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company, pursuant to its By-Laws, indemnifies its directors and officers as
permitted by law in connection with proceedings which might be instituted
against them by reason of their service for or on behalf of the Company. The
Company has purchased directors' and officers' liability insurance which
provides insurance and indemnification for the Company and its directors and
officers. Coverage is provided by the North American Specialty Insurance Company
and expires August 1, 2002. The Company has been advised by the carrier that the
carrier is discontinuing this line of its business. It is anticipated that the
Company will seek an alternative carrier for its directors and officers'
liability insurance coverage.

STOCKHOLDERS' PROPOSALS FOR FISCAL 2003 ANNUAL MEETING

Stockholders may submit proposals appropriate for stockholder action at the
Company's 2003 Annual Meeting. For such proposals to be considered for inclusion
in the proxy statement and formal proxy for the 2003 Annual Meeting, they must
be received by the Company no later than February 21, 2003. Proposals should be
directed to the Secretary of Barrister Global Services Network, Inc., 290
Ellicott Street, Buffalo, New York 14203.

OTHER BUSINESS

As of the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Annual
Meeting is set forth above. If any other matter is properly brought before the
Annual Meeting, or any adjournment or postponement thereof, it is the intention
of the persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.

By the Order of the Board of Directors,

Russell J. Matuszak
Secretary

Dated: July 25, 2002

BARRISTER GLOBAL SERVICES NETWORK, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 9, 2002

The undersigned hereby appoints HENRY P. SEMMELHACK and RUSSELL J.
MATUSZAK as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Barrister Global Services Network, Inc. held of
record by the undersigned on July 22, 2002 at the Annual Meeting of Stockholders
to be held on September 9, 2002, or any adjournments thereof, upon the matters
set forth in the Proxy Statement and, in their judgment and discretion, upon
such other business as may properly come before the meeting. THIS PROXY WILL BE
VOTED FOR ELECTION OF THE DIRECTORS AND FOR ALL OTHER ITEMS, UNLESS A CONTRARY
INSTRUCTION IS GIVEN, IN WHICH CASE IT WILL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTION.

PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.

PROXY BALLOT CARD
BARRISTER GLOBAL SERVICES NETWORK, INC.
COMMON STOCK

| | _______________________________ _______________________________
Account Number Common Stock

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF ALL THE NOMINEES IN
PROPOSAL 1 AND FOR PROPOSAL 2.

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1. ELECTION OF FOR all nominees WITHHOLD
DIRECTORS: listed below (except AUTHORITY to vote
as marked to the for all nominees listed
contrary below)

| | | |

Joseph A. Alutto, Franklyn S. Barry, Jr., Richard P. Beyer, William O. Bray, Warren E. Emblidge, Jr.,
Richard E. McPherson, James D. Morgan, Henry P. Semmelhack

WITHHOLD AUTHORITY to vote for the following nominees only (write name(s)):

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2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR ENDING MARCH 31, 2003.

FOR AGAINST ABSTAIN

| | | | | |

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[ ] Please sign here exactly as name appears to left.

Dated: ________________________, 2002

[ ] ---------------------------------------------
Signature of Stockholder

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Signature of Stockholder

Persons signing in a representative capacity
should Indicate their capacity.