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REXX ENVIRONMENTAL CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arthur L. Asch and Michael A. Asch as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of REXX Environmental Corporation held of record by the undersigned on
August 10, 2000 at the Annual Meeting of Shareholders to be held on September
19, 2000 and any adjournment thereof.
1. Election of Directors
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY TO
below (except as marked to vote for all nominees listed
the contrary below) below
Arthur L. Asch, Michael A. Asch, Joseph Greenberger, James L. Hochfelder, Brian
A. Wasserman.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
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2. Approval of the Stock Purchase Agreement, dated as of June 10, 1999, among
Greg S. Watkins, Daren J. Barone and REXX Environmental Corporation, pursuant to
which REXX will sell its sole operating business, Watkins Contracting, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of the Agreement and Plan of Merger among REXX Environmental
Corporation, Newtek Capital, Inc. and REXX Acquisition Corp. pursuant to which
REXX Acquisition Corp. will be merged with and into REXX Environmental
Corporation, REXX Environmental Corporation will become a wholly-owned
subsidiary of Newtek and the shareholders of REXX Environmental Corporation will
receive one share of Newtek Common Stock for each share of REXX Common Stock
owned.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please sign and date on reverse side)
Unless you specify otherwise, this Proxy will be voted "FOR" the Election of
the Nominees as Directors and "FOR" Items 2 and 3.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, the proxy will be voted
FOR the election of management's nominees for directors.
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When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please sign exactly as name appears herein.
__________________________________
(Signature)
__________________________________
(Signature, if held jointly)
Dated: ___________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
