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Please detach and Mail in the Envelope Provided
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FORM OF PROXY
POLYPHASE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD 1:00 P.M. May 27, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints James Rudis and Michael F. Buck, or either
one of them in the absence of the other, as attorneys and proxies of the
undersigned, with full power of substitution, for and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of Polyphase Corporation, a Nevada corporation (the "Company"), to be held on
Thursday, May 27, 1999 at the Sheraton Gateway Hotel, Los Angeles Airport, 6101
West Century Blvd., Los Angeles, CA 90045, and at any adjournment or
postponement thereof, and to vote all shares of common stock of the Company
standing in the name of the undersigned on April 19, 1999, with all of the
powers the undersigned would possess if personally present at such meeting.
(IMPORTANT - TO BE SIGNED AND DATED ON THE REVERSE SIDE)
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| SEE REVERSE |
| SIDE |
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Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
POLYPHASE CORPORATION
May 27, 1999
Please Detach and Mail in the Envelope Provided
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[X] Please mark your
votes as in this
example
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of FOR WITHHELD Nominee: James Rudis 3. Proposal to file an FOR AGAINST ABSTAIN
Directors [_] [_] Michael F. Buck additional listing [_] [_] [_]
of the George R. Schrader application with
Company (see reverse). William E. Shatley the American Stock
Exchange, enabling
the Company to issue
shares of its common
stock in excess of the
restrictive limits set
forth by the American
Stock Exchange Company
Guide Section 713.
FOR all nominees listed at right, except 4. In their discretion, the FOR AGAINST ABSTAIN
authority to vote withheld for the proxies are authorized to [_] [_] [_]
following nominees (if any). vote upon such other
business as may properly
________________________________________ come before the meeting.
2. Proposal to amend the 1994 Employee FOR AGAINST ABSTAIN THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
Stock Option Plan to increase the [_] [_] [_] DIRECTORS. THIS PROXY WILL BE VOTED AS DIRECTED. IN
number of shares of common stock THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR
authorized and reserved for issuance THE FOUR NOMINEES FOR ELECTION, FOR THE APPROVAL OF
pursuant to such Plan from 1,000,000 PROPOSAL 2 AND PROPOSAL 3 AND AT THE DISCRETION OF THE
shares to 1,750,000 shares. PROXIES WITH REGARD TO PROPOSAL 4.
Copies of the Notice of Meeting and of the Proxy
Statement have been received by the undersigned.
SIGNATURE(S)________________________________________________________________________________________ DATE_________________________
NOTE: This proxy should be dated, signed by the shareholder(s) exactly as his or her name appears hereon, and returned promptly in
the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as
community property, both should sign.
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