VERSUS TECHNOLOGY, INC.
2320 Aero Park Court
Traverse City, Michigan 49686
PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Gary T. Gaisser and
Julian C. Schroeder and each of them, attorneys and proxies for the
undersigned, with full power of substitution to vote as if the
undersigned were personally present at the Annual Meeting of the
Shareholders of Versus Technology, Inc. (the "Company") to be held
at the Grand Traverse Resort, 6300 U.S. Route 31 North, Acme,
Michigan 49610 on Friday, May 10, 1996 at 10 o'clock in the morning
and at all adjournments thereof, the shares of stock of said
Company registered in the name of the undersigned. The undersigned
instructs all such proxies to vote such shares as follows upon the
following matters, which are described more fully in the
accompanying proxy statement:
I authorize and instruct my Proxy to:
1. [ ] VOTE FOR all nominees for the company's Board of Directors
listed below; except that I WITHHOLD AUTHORITY for the
following nominees (if any) ________________________________
____________________________________________________________
Gary T. Gaisser Julian C. Schroeder Elliot G. Eisenberg
[ ] VOTE WITHHELD from all nominees.
2. VOTE FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the
1996 Incentive Stock Option Plan.
3. VOTE FOR [ ] AGAINST [ ] ABSTAIN [ ] approval of the
Amendment to the Certificate of Incorporation of the Company
to increase the authorized shares of Common Stock from
25,000,000 to 50,000,000.
(Continued, and to be signed, on the other side)<PAGE>
(See other side)
4. In their discretion, to vote upon such other business as may
properly come before the meeting and all adjournments thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as
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.
____________________________________
Signature
____________________________________
Signature if held jointly
Dated_____________________, 1996
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
