WINSTON RESOURCES, INC.
535 Fifth Avenue, New York, New York 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 1998
The undersigned hereby appoints SEYMOUR KUGLER and DAVID SILVER 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 Winston Resources, Inc., held of record by the undersigned on April 15,
1998 at the Annual Meeting of Stockholders to be held on May 20, 1998, or any
adjournment thereof.
1. The election of all nominees for directors listed below.
|_| FOR all nominees (except as marked to the contrary)
|_| WITHHOLD AUTHORITY TO VOTE
Instruction: To withhold authority to vote for any particular nominee, strike
a line through that nominee's name in the list below.
Norton Sperling, Todd Kugler, Martin Wolfson, Martin A. Fischer, Martin J. Simon
2. Approval of the Amendment to the Company's 1996 Stock Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Ratification of the selection of Ernst & Young LLP as the
Company's independent auditors.
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion upon any other matters which may properly come before
such meeting.
This Proxy will be voted as specified above.
This Proxy confers authority to vote "FOR" each proposition listed above
unless otherwise indicated.
(continued on reverse side)
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PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
DATE ______________, 1998
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Signature
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Signature of joint holder, if any
Please sign exactly as your name appears to the left. If
joint owners, both should sign. Executors,
administrators, trustees, etc. should sign and give full
titles as such. If the signer is a corporation or
partnership, please sign full corporate or partnership
name by a duly authorized officer or partner.
