REVOCABLE PROXY
                           PAR TECHNOLOGY CORPORATION



[ X ]  PLEASE MARK VOTES AS IN THIS EXAMPLE


                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 23, 2002

          This proxy is solicited on behalf of the Board of Directors


The undersigned  shareholder of PAR TECHNOLOGY  CORPORATION hereby appoints JOHN
W.  SAMMON,  JR.,  CHARLES A.  CONSTANTINO  and  SANGWOO AHN or any one of them,
jointly  or  severally,  proxies  with full power of  substitution,  to vote all
shares of Common Stock of the Company which the  undersigned is entitled to vote
at the 2002 Annual Meeting of  Shareholders  to be held on May 23, 2002 at 10:00
AM,  Local  Time,  at  the  Wyndham  Boston  Hotel,  89  Broad  Street,  Boston,
Massachusetts,  and at any adjournment  thereof,  for the election of a Director
and  upon  the  proposal  set  forth  and  more  particularly  described  in the
accompanying  Notice of Annual  Meeting and Proxy  Statement and upon such other
matters  that may  properly  come before the  meeting.  The  undersigned  hereby
instructs said proxies to vote as follows:

1. ELECTION OF DIRECTOR - Nominee:  James A. Simms

[  ]  FOR
[  ]  WITHHOLD

2. PROPOSAL TO RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
   ACCOUNTANTS FOR THE COMPANY FOR THE YEAR 2002.

[  ]  FOR
[  ]  AGAINST
[  ]  ABSTAIN

The Board of Directors  recommends a vote FOR Items 1 and 2

I PLAN TO ATTEND THE ANNUAL MEETING  [  ]


UNLESS OTHERWISE  INSTRUCTED ABOVE, THE SHARES  REPRESENTED HEREBY WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS SET FORTH ABOVE


Electronic  Delivery of Proxy  Materials
If you wish to  receive  future  annual  reports  and  proxy  materials  via the
Internet,  please send an email with  "On-Line  Proxy  Materials" in the subject
line to: investor_relations@partech.com.

If signing as attorney,  executor,  administrator,  trustee or guardian,  please
give full  title as such and if  signing  for a  corporation,  please  give your
title. When shares are in the name of more than one person, each should sign the
proxy.

Please be sure to sign and date this Proxy in the box below.





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Stockholder sign above                          Date



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Co-holder (if any)sign above                    Date



    Detach above card, sign, date and mail in postage paid envelope provided.

                           PAR TECHNOLOGY CORPORATION

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