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                                  Cortech, Inc.
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                  FOUR SIMPLE REASONS TO VOTE THE WHITE PROXY:

           1. Cortech's  science portfolio has real potential and value.
           2. That value belongs to you, the Cortech  shareholders.  
           3. We have a viable and prudent plan to deliver that value.
           4. We are convinced that Koether can't and won't deliver that value.


Dear Fellow Stockholder:                                          August 21,1998

The Annual Meeting of Cortech,  Inc. is scheduled for September 4, 1998,  only a
short time away. At this meeting,  you will decide the future  direction of your
Company. You should know that Institutional  Shareholder Services, the country's
leading  provider  of proxy  analysis  and  voting  advice  to  major  financial
institutions,  has just  recommended  that its clients  execute  their votes for
management's  nominees on the WHITE proxy card and discard the dissident's GREEN
proxy  card.  You may  have  recently  seen a letter  from  Paul  Koether  again
dismissing the value of Cortech's science assets. Let's set the record straight:

I.  Cortech's science portfolio has real potential  and value:
Over $100  million has been  invested in the  research  and  development  of the
Company's science, patents, compounds and technology.  Cortech has two compounds
already in clinical  development  (CE-1037 and Bradycor(TM)),  another one which
could be rapidly advanced into the clinic (CP-0597), and an additional number of
other  compounds  in earlier  stages of  development.  We also have a  separate,
unique  proprietary  technology  which we  believe  could be of use to  numerous
pharmaceutical  companies in their quest to  synthesize  protease  inhibitors to
treat a host of different  disorders.  Our compounds have shown  preclinical and
clinical  promise in such  devastating  injuries as stroke and  traumatic  brain
injury,  respectively.  We believe that these  compounds and the science  behind
them,  if properly  handled,  offer  substantial  potential  value to  Cortech's
investors.  

And Koether doesn't see it:
He gave our science an "F", noting that it has "failed test,  after test,  after
test."  He has said it was  obvious  long ago that the  technology  was a losing
cause.  He has  indicated  that if he were in charge,  employees  not engaged in
"caretaking" would be scrutinized for cuts.

II. The value in Cortech's technology belongs to you, the shareholders:
You invested your funds in a high-risk,  potentially  high-return  biotechnology
start-up  company  with  no  commercial  products,  but  with  promising  ideas,
potential compounds, promising technologies and first rate scientists. Along the
way, three major  pharmaceutical  companies put up their money in support of our
ideas and plans.  We  invested  our money with you.  Through our  investment  in
Cortech, Mr. Finkelstein,  one of my fellow directors,  and I have each incurred
paper  losses in excess of $1 million.  Am I happy?  Of course not. Am I unhappy
that we haven't  produced a  commercial  product yet? Of course I am. But I knew
the nature of my  investment  and was prepared for the possible  outcomes.  Do I
think that Cortech is worth more than its cash on hand?  You bet I do. The money
spent on research and development  thus far has created value that has yet to be
realized - value that we believe can be unlocked and  delivered  without  unduly
diminishing the Company's current cash resources.

And Koether doesn't see it:
Koether  and  his  slate  of  nominees  do not  have  any  relevant  scientific,
biotechnology or pharmaceutical  industry experience,  nor, as best we can tell,
have they made any  attempt  to gain an  understanding  of our  pre-clinical  or
clinical  accomplishments in advancing our technology portfolio.  If Koether had
bothered to take even a cursory look before now he would have saved  himself the
embarrassment  of making the false  statement  that  "every test in the past has
failed." Only last week,  Koether  belatedly tried to establish what he believes
to be his slate's "scientific  expertise" by drawing on Pure World's experience.
Vitamins,  dietary  supplements  and herbal  remedies are fine - but unregulated
supplements are NOT the same as protease inhibitors or novel anti-inflammatories
for brain  injury  that  require  extensive  testing  and FDA  approval.  With a
pre-judged  belief  that our  science  has  "failed",  no  understanding  of our
science,  patents,  compounds and  technology,  a complete  lack of  perspective
regarding its potential and without the requisite experience, how, we ask, could
Koether  and his Board  possibly do anything  "creative"  to deliver  value from
Cortech's technology?

III. We have a viable and prudent plan to deliver value:
Practically all of our restructuring and downsizing costs are behind us. We have
painfully,  but  prudently,  reduced the Company from 200 full time employees to
less than 10. We have  retained a core of people with the  expertise  to manage,
maintain,  pursue and  finalize  arrangements  with  potential  partners for our
technology  portfolio.  With  approximately  $12 million in the bank, we plan to
aggressively  pursue currently  available  opportunities and, as detailed in our
last letter of August 17, are encouraged by recent  progress in this regard.  We
will be opportunistic with regard to various potential business combinations and
partnerships  that  could  enhance  Cortech's  long  term  potential.  Including
interest  income,  it is our  goal to  hold  cash  depletion  to an  average  of
approximately  $1 to $1.5 million per year over the next two years ($.05 to $.08
per share per year).  If we conclude,  however,  at any time during this period,
that  Cortech's  compounds  and  technology  do not  appear  to have  sufficient
promise,  we intend to pursue either a strategic  transaction  or other means by
which to put the Company's  remaining funds (which should  approximate $9 to $10
million or about $.52 per share) back in the hands of the shareholders.

IV. Koether can't and won't deliver comparable value:
In his  latest  letter  (August  17),  he  finally  lets  us in on his  plan  to
"Aggressively  look for merger  partners and seek creative ways to capitalize on
Cortech's  technology  without further  diminishing its cash  resources."  Let's
carefully  analyze  his plan.
1.  Koether  will  "Aggressively  look for merger
partners";  Koether  says  that his  principal  standards  for  seeking a merger
candidate  would be "balance  sheet quality,  positive  earnings and good growth
potential."  Glaring in its omission is a merger candidate that might eventually
capitalize  on  Cortech's  large  patent and  technology  portfolio.  He doesn't
include this, we believe, because he and his associates have no understanding of
the potential value of that technology. His statement reinforces our belief that
he is only interested in our cash, shell and tax loss carry-forwards.
2.  Koether will do this  "Without  further  diminishing  its  [Cortech's]  cash
resources";  In our view,  Koether could only  accomplish  this by shutting down
operations,  thereby  losing  much of the  ability  to  realize  value  from the
technology. 
3.  Koether will find  "Creative  ways to  capitalize  on Cortech's
technology";   Without  an  understanding  of  that  technology  portfolio,  its
applications  or the  business  environment  in which we  operate,  and  without
spending the  necessary  funds to market and maintain it, I believe he will need
"divine  intervention" as well as "creativity" in order to be successful in this
regard.

                KOETHER'S PLAN IS NOT CREDIBLE, IT'S INCREDIBLE.

A Note On Koether's Tactics:
Koether has accused me of substituting  "personal attacks for honest dialogue".
Again, let us set the record straight:

On the subject of honest  dialogue,  on two  separate  occasions  in late May, I
called Koether and invited him to meet me and another Cortech Board member. This
was in an  attempt to avoid a costly and  unnecessary  proxy  fight and to offer
Koether  representation  on the Board,  even though such  attempts were delaying
preparations  for our Annual Meeting.  He refused to meet with me unless I first
ceded control of the Company to him.  Furthermore,  in a hostile reply to one of
my letters,  he  threatened,  if he won the proxy fight,  to personally  sue the
Cortech Board. Why, we ask, would someone who purports to represent  shareholder
democracy demand immediate  control and resort to threatening  personal lawsuits
in order to gain that  control?  Clearly,  democracy  is good  enough  for other
shareholders, but only control will satisfy Koether.

                       IT ALL COMES DOWN TO ONE QUESTION:
                      WHO DO YOU WANT TO LEAD YOUR COMPANY?

A group of experienced scientists and businessmen with the expertise and history
necessary to create and take advantage of opportunities for our stockholders?

                                       Or

A slate of nominees led by Koether and his business  associates,  one of whom is
the "CFO" of a diverse  business (which includes a turkey farm, a John Deere(TM)
dealership,  a grain  operation,  and a mobile home park) and,  none of whom, we
believe,  has  the  necessary  background  in  science,   biotechnology  or  the
pharmaceutical industry?


      WHO IS BEST ABLE TO DELIVER YOU VALUE FROM THE SCIENTIFIC PORTFOLIO?

                             WHO HAS THE CAPABILITY?

                                WHO DO YOU TRUST?


As Koether has quoted,  "those who cannot  remember  the past are  condemned  to
repeat it." By now you should know of Koether's documented past as a greenmailer
and hostile raider.  Remember that past, and don't be fooled. As Yogi Berra said
"it's deja vu all over again."

                          SUPPORT THE MANAGEMENT SLATE.

Even if you have previously returned a green, Koether proxy card, you have every
right to change  your vote.  I urge you to sign,  date and  return the  enclosed
WHITE proxy card today.

Thank you for your continuing support.

                                         Sincerely,




                                         Bert Fingerhut
                                         Chairman of the Board and
                                         Acting Chief Executive Officer

________________________________________________________________________________
                                 IMPORTANT NOTE:
________________________________________________________________________________
If you have previously returned the green Koether proxy (even voting against his
nominees),  you must  return  the  white  proxy to  support  management  in this
contest.

Please  sign,  date and  return  your WHITE  PROXY  CARD today in the  enclosed,
postage paid envelope.

If you have any  questions  or need  assistance  in voting your  shares,  please
contact the Company's proxy solicitor, D.F. King & Co., Inc. at 1-800-848-3051.