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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

REGENERX BIOPHARMACEUTICALS, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------
(Name of Person Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
(1) Title of each class of securities to which the transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of the transaction:
Total proposed maximum aggregate value of the transaction:
(5) Total fee paid:

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:

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3 Bethesda Metro Center
Suite 700
Bethesda, MD 20814

Phone: (301) 961-1992
Fax: (301) 961-1991
E-mail: jjfnk@RegeneRx.com

May 9, 2003

Dear Fellow Stockholder:

You are cordially invited to attend the 2003 Annual Meeting (the
"Meeting") of Stockholders of RegeneRx Biopharmaceuticals, Inc. (the "Company"),
to be held at 10:00 a.m., Eastern time, on Wednesday, June 18, 2003, at 2550 M
Street, NW, Washington, DC.

An important aspect of the Meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon: (i) the election of five (5) directors of the Company and (ii)
the ratification of the appointment of Reznick Fedder & Silverman, P.C. as the
Company's independent auditors.

The Board of Directors has determined that the matters to be considered
at the Meeting are in the best interests of the Company and its stockholders.
FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOUR VOTE "FOR" THE NOMINEES AS DIRECTORS SPECIFIED UNDER
PROPOSAL 1 AND "FOR" THE RATIFICATION OF THE INDEPENDENT ACCOUNTANTS SPECIFIED
UNDER PROPOSAL 2.

I encourage you to attend the Meeting in person. Whether or not you
plan to attend, PLEASE VOTE YOUR SHARES AND SIGN AND RETURN THE ENCLOSED PROXY
STATEMENT AS PROMPTLY AS POSSIBLE. This will save the Company additional expense
in soliciting proxies and will ensure that your shares are represented at the
meeting.

Your Board of Directors and management are committed to the success of
the Company and the enhancement of the value of your investment. I want to
express my appreciation for your confidence and support.

Very truly yours,

By: /s/ Allan L. Goldstein
------------------------
Allan L. Goldstein
Chairman of the Board

REGENERX BIOPHARMACEUTICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992

NOTICE OF MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 2003

NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting (the "Meeting") of
Stockholders of RegeneRx Biopharmaceuticals, Inc. (the
"Company") will be held as follows:

TIME.................... 10:00 a.m. local time

DATE.................... Wednesday, June 18, 2003

PLACE................... 2550 M Street, NW, Washington, DC

ITEMS OF BUSINESS....... (1) To elect five directors, each for a
term expiring at next year's Annual
Meeting of stockholders.

(2) To ratify the Board of Directors'
appointment of Reznick Fedder &
Silverman, P.C. as the Company's
independent auditors for the fiscal year
ending December 31, 2003.

(3) To transact any other business that may
properly come before the Meeting and any
adjournment or postponement of the
Meeting.

RECORD DATE............. Holders of record of the Company's common
stock at the close of business on April 29,
2003 will be entitled to attend and vote at
the Meeting or any adjournment thereof. In
the event that there are not sufficient
votes for a quorum, or to approve or ratify
any of the foregoing proposals at the time
of the Meeting, the Meeting may be adjourned
in order to permit further solicitation of
proxies by the Company. A complete list of
the stockholders entitled to vote at the
Meeting will be available at the executive
offices of the Company.

ANNUAL REPORT........... The Company's Annual Report on Form 10-KSB
for the year ended December 31, 2002 is
enclosed.

PROXY VOTING............ It is important that your shares be
represented and voted at the Meeting. You
can vote your shares by returning the
enclosed proxy card in the enclosed
envelope. If your shares are held in "street
name" with a bank, broker or some other
third party, you also may be able to submit
your proxy vote by telephone or via the
internet. Check your proxy card to see if
voting by telephone and/or the internet is
available to you. REGARDLESS OF THE NUMBER
OF SHARES YOU OWN, YOUR VOTE IS VERY
IMPORTANT. PLEASE ACT TODAY.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/ Allan. L. Goldstein
-------------------------
ALLAN L. GOLDSTEIN
Chairman of the Board

Bethesda, Maryland
May 9, 2003

REGENERX BIOPHARMACEUTICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992

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PROXY STATEMENT
-------------------------------

MEETING OF STOCKHOLDERS
JUNE 18, 2003

TABLE OF CONTENTS

PAGE

SOLICITATION AND VOTING PROXIES............................................ 1

INFORMATION ABOUT THE MEETING AND VOTING SECURITIES........................ 3

STOCK OWNERSHIP............................................................ 6

PROPOSAL 1 - ELECTION OF DIRECTORS......................................... 8

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS...................... 16

ADDITIONAL INFORMATION.................................................... 17

REGENERX BIOPHARMACEUTICALS, INC.
3 Bethesda Metro Center, Suite 700
Bethesda, Maryland 20814
(301) 961-1992

------------------------------

PROXY STATEMENT

------------------------------

SOLICITATION AND VOTING PROXIES

The Board of Directors of RegeneRx Biopharmaceuticals, Inc. (the
"Company") is using this proxy statement to solicit proxies from the holders of
the Company's common stock for use at the Company's 2003 Annual Meeting of
Stockholders (the "Meeting"). The Meeting will be held on June 18, 2003 at 10:00
a.m., Eastern time, at 2550 M Street, NW, Washington, DC. This proxy statement
and the accompanying materials are being mailed to stockholders on or about May
9, 2003.

At the Meeting, stockholders will be asked to vote on two proposals:
(1) the election of five directors of the Company, each to serve for a term
expiring at next year's Annual Meeting of stockholders and (2) the ratification
of the appointment of Reznick Fedder & Silverman, P.C. as the Company's
independent auditors for the fiscal year ending December 31, 2003. These
proposals are described in more detail below. Stockholders also will consider
any other matters that may properly come before the Meeting. Other than matters
set forth on the attached Notice of 2003 Annual Meeting of Stockholders, the
Board knows of no additional matters that will be presented for consideration at
the Meeting. Execution of a proxy, however, confers on the designated proxy
holders' discretionary authority to vote the shares in accordance with their
best judgment on such other business, if any, that may properly come before the
Meeting and at any adjournment thereof, including whether or not to adjoin the
Meeting.

Regardless of the number of shares of common stock owned, it is
important that record holders of a majority of the shares be represented by
proxy or present in person at the Meeting. Stockholders are required to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. By submitting your proxy, you authorize
the Company's Board of Directors (the "Board") to represent you and vote your
shares at the Meeting in accordance with your instructions. The Board also may
vote your shares to adjourn the Meeting from time to time and will be authorized
to vote your shares at any adjournments or postponements of the Meeting. WHERE
NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY STATEMENT AND FOR RATIFICATION
OF REZNICK FEDDER & SILVERMAN, P.C. AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2003.

You may revoke your proxy at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivery to
the Company a duly executed proxy

bearing a later date, or by attending the Meeting and voting in person. However,
if you are a stockholder whose shares are not registered in your own name, you
will need appropriate documentation from your record holders to vote personally
at the Meeting.

The Company will pay the costs of soliciting proxies. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's common stock. In addition to solicitation by
mail, directors, officers and employees of the Company may solicit proxies
personally or by facsimile, telegraph or telephone, without additional
compensation. The cost of solicitation on behalf of the management will be borne
by the Company. Proxies may be solicited personally or by telephone by
directors, officers, and other employees of the Company, without additional
compensation therefore. The Company will also request persons, firms and
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.

The Company's Annual Report on Form 10-KSB for the year ended December
31, 2002, filed by the Company with the Securities and Exchange Commission, is
enclosed. The Form 10-KSB does not constitute a part of the proxy solicitation
materials and the Form 10-KSB is not incorporated into this proxy statement by
reference.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE VOTE PROMPTLY.

INFORMATION ABOUT THE MEETING AND VOTING SECURITIES

WHAT IS THE PURPOSE OF THE MEETING?

At the Meeting, stockholders will be asked to vote on the following
proposals:

Proposal 1. Election of five directors of the Company, each for a term
expiring at next year's Meeting of stockholders; and

Proposal 2. Ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for
the fiscal year ending December 31, 2003.

Stockholders also will act on any other business that may properly come before
the Meeting. Members of our management team will be present at the Meeting to
respond to your questions.

WHO IS ENTITLED TO VOTE?

The record date for the meeting is April 29, 2003. Only stockholders of
record at the close of business on that date are entitled to notice of and to
vote at the Meeting. The only class of stock entitled to be voted at the Meeting
is the Company's common stock. Each outstanding share of common stock is
entitled to one vote for all matters before the Meeting. There is no cumulative
voting. The close of business on April 29, 2003 has been fixed by the Board of
Directors as the record date (the "Record Date") for determination of
stockholders entitled to vote at the Meeting and at any adjournment thereof. The
total number of shares of common stock ("Common Stock") outstanding on the
Record Date was 26,965,479 as reported by the Company's transfer agent.

WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER?

If your shares are held in "street name" by a broker, your broker is
required to vote your shares in accordance with your instructions. If you do not
give instructions to your broker, your broker will nevertheless be entitled to
vote your shares with respect to "discretionary" items, but will not be
permitted to vote your shares with respect to "non-discretionary" items.
Proposal 1 and Proposal 2 are both "discretionary items."

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

A quorum must be present at the Meeting for any business to be
conducted. The presence at the Meeting, in person or by proxy, of the holders of
a majority of the shares of common stock outstanding on the record date will
constitute a quorum.

WHAT IF A QUORUM IS NOT PRESENT AT THE MEETING?

If a quorum is not present or there are not sufficient votes to approve
or ratify any proposal at the time of the Meeting, the stockholders who are
represented may adjourn the Meeting until a

quorum is present. The time and place of the adjourned Meeting will be announced
at the time the adjournment is taken. An adjournment will have no effect on the
business that may be conducted at the Meeting.

HOW DO I VOTE?

1. YOU MAY VOTE BY PROXY. If you properly complete and sign the
accompanying proxy card and return it in the enclosed envelope, it will be voted
in accordance with your instructions. If your shares are held in "street name"
with a bank, broker or some other third party, you also may be able to submit
your proxy vote by telephone or via the internet. Check your proxy card to see
if voting by telephone and/or the internet is available to you.

2. YOU MAY VOTE IN PERSON AT THE MEETING. If you plan to attend the
Meeting and wish to vote in person, we will give you a ballot at the Meeting.
Note, however, that if your shares are held in "street name" with a bank, broker
or some other third party, you will need to obtain a proxy from the record
holder of your shares indicating that you were the beneficial owner of those
shares on April 29, 2003, the record date for voting at the Meeting. You are
encouraged to vote by proxy prior to the Meeting even if you plan to attend the
Meeting.

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

Yes, you may revoke your proxy and change your vote at any time before
the polls close at the Meeting by:

o submitting another proxy with a later date;
o giving written notice of the revocation of your proxy to the
Company's Secretary prior to the Meeting; or
o voting in person at the Meeting. Your proxy will not be automatically
revoked by your mere attendance at the Meeting; you must actually
vote at the Meeting to revoke a prior proxy.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?

Your Board recommends that you vote:

o FOR election of the five nominees named in this proxy statement to
the Board of Directors; and
o FOR ratification of the Board of Directors' appointment of Reznick
Fedder & Silverman, P.C. as the Company's independent auditors for
the fiscal year ending December 31, 2003.

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

As for the election of Directors set forth in Proposal 1, the proxy
card being provided by the Board of Directors enables a stockholder to vote
"FOR" the election of the nominees proposed by

the Board of Directors, or to "WITHHOLD" authority to vote for one or more of
the nominees being proposed. Under Delaware law and the Company's bylaws, the
elections of a director requires a plurality of the votes cast, without regard
to either (i) broker non-votes, or (iii) proxies as to which authority to vote
for one or more of the nominees being proposed is withheld. Plurality of the
votes means the five nominees receiving the highest number of "FOR" votes will
be elected as directors.

As to the approval of the ratification of the appointment of Reznick
Fedder and Silverman, P.C. as the Independent Accountants of the Company set
forth in Proposal 2 and all other matters that may properly come before the
Meeting, by checking the appropriate box, a stockholder may: (i) vote "FOR" the
proposal, (ii) vote "AGAINST" the proposal, or (iii) "ABSTAIN" from voting on
such proposal. Under Delaware law and the Company's bylaws, the affirmative vote
of a majority of the votes cast at the Meeting, in person or by proxy, is
required to constitute stockholder approval and ratification of Proposal 2.
Accordingly, shares as to which the "ABSTAIN" box has been selected on the proxy
card for such proposals will not be counted as votes cast for purposes of
Delaware law and the Company's bylaws. Shares underlying broker non-votes will
not be counted as present and entitled to vote or as votes cast and will have no
effect on such proposals.

If you are a stockholder of record and you submit an executed proxy but
do not indicate any voting instructions, your shares will be voted:

o FOR election of the five nominees named in this proxy statement to
the Board of Directors;
o FOR ratification of the appointment of Reznick Fedder & Silverman,
P.C. as the Company's independent auditors for the fiscal year
ending December 31, 2003.

If your shares are held in "street name" with a broker, your broker may
vote your shares in its discretion with respect to "discretionary" items. In the
case of "non-discretionary" items, your shares will not be voted. The election
of directors and the ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors are "discretionary items."

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE MEETING?

The Board of Directors knows of no other business that will be
presented at the Meeting. If, however, any other proposal properly comes before
the stockholders for a vote at the Meeting, the Board of Directors, as holder of
your proxy, will vote your shares in accordance with its best judgment.

WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?

If a nominee is unable to stand for election, the Board of Directors
may either reduce the number of directors to be elected or select a substitute
nominee. If a substitute nominee is selected, the Board of Directors, as holder
of your proxy, will vote your shares for the substitute nominee unless you have
withheld authority to vote for the nominee replaced.

STOCK OWNERSHIP

STOCK OWNERSHIP OF SIGNIFICANT STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS

The following table shows, as of April 29, 2003, the beneficial
ownership of the Company's common stock by:

o any persons or entities known by management to beneficially own more
than five percent of the outstanding shares of Company common stock
as of the Record Date;
o each director of the Company; and
o all of the executive officers and directors of the Company as
a group.

The persons named in the following table have sole voting and
dispositive powers for all shares of common stock shown as beneficially owned by
them, subject to community property laws where applicable and except as
indicated in the footnotes to the table.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock subject to
outstanding options, warrants or other rights to acquire held by a person that
are currently exercisable or exercisable within 60 days after April 29, 2003 are
included in the number of shares beneficially owned by the person and deemed
outstanding shares for purposes of calculating the person's percentage
ownership. These shares are not, however, deemed outstanding for the purpose of
computing the percentage ownership of any other person. As of April 29, 2003,
there were 26,965,479 shares of Company common stock outstanding.

Percent of
Beneficial Common Stock
Name of Beneficial Owner Ownership Outstanding
- ----------------------------------------------------------- ----------------------- ------------------

J. J. Finkelstein
Director, President and Chief Executive Officer 1,879,888(1) 6.97
Allan L. Goldstein
Chairman and Chief Scientific Officer 2,273,879(2) 8.43
Albert Rosenfeld, Director, Secretary and Treasurer 120,100(3) 0.44
Richard J. Hindin, Director 1,985,000(4) 7.36
Joseph C. McNay, Director 1,312,532(5) 4.87
Sidney J. Silver 1,875,000(6) 6.95
Defiante Farmaceutica Unipessoal, L.d.a. 4,255,319(7) 15.78
All executive officers and directors as a group (5 persons) 7,571,399(8) 28.08

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(1) As reported by Mr. Finkelstein on a Form 4 filed with the SEC
on February 11, 2003. The address for Mr. Finkelstein is c/o RegeneRx
Biopharmaceuticals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda,
Maryland 20814. Does not include 316,250 options to purchase Common Stock
to be issued to Mr. Finkelstein under the Amended and Restated Option Plan
which are currently unexercisable.

(2) As reported by Dr. Goldstein on a Form 4 filed with the SEC on February
11, 2003. Consists of (i) 2,070,423 shares owned directly by Dr. Goldstein
over which he has sole voting and dispositive powers; and (ii) 93,206
shares held by Dr. Goldstein's wife with respect to which Dr. Goldstein
shares voting and dispositive powers. The address for Dr. Goldstein is c/o
RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro Center, Suite 700,
Bethesda, Maryland 20814. Does not include 189,750 options to purchase
Common Stock to be issued to Dr. Goldstein under the Amended and Restated
Option Plan which are currently unexercisable.

(3) As reported by Mr. Rosenfeld on a Form 4 filed May 1, 2003 with the SEC.
Consists of (i) 10,100 shares owned directly by Mr. Rosenfeld over which he
has sole voting and dispositive powers; and (ii) 110,000 shares which Mr.
Rosenfeld has the right to acquire through the exercise of stock options
that are currently exercisable. The address for Mr. Rosenfeld is c/o
RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro Center, Suite 700,
Bethesda, Maryland 20814.

(4) As reported by Mr. Hindin on a Form 4 filed with the SEC on May 1, 2003.
Consists of (i) 1,885,000 shares owned directly by Mr. Hindin over which he
has sole voting and dispositive powers; and (ii) 100,000 which Mr. Hindin
has the right to acquire through the exercise of stock options that are
currently exercisable. The address for Mr. Hindin is 407 Chain Bridge Road,
McLean, Virginia 22101.

(5) As reported by Mr. McNay on a Form 4 filed with the SEC on May 1, 2003.
Consists of (i) 1,037,532 shares owned directly by Mr. McNay over which he
has sole voting and dispositive powers; (ii) 110,000 shares which Mr. McNay
has the right to acquire through the exercise of stock options that are
currently exercisable; and (iii) 165,000 shares which Mr. McNay has the
right to acquire pursuant to the exercise of Class D warrants. The address
for Mr. McNay is c/o RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro
Center, Suite 700, Bethesda, Maryland 20814.

(6) As reported by Mr. Silver on a Schedule 13D filed with the SEC on
November 7, 2000. The address for Mr. Silver is c/o Silver, Freedman &
Taff, L.L.P., 1100 New York Avenue, N.W., Washington, D.C. 20005.

(7) As reported by Defiante Farmaceutica Unipessoal on a Form 3 filed with
the SEC on March 12, 2002. The address for Defiante Farmaceutica
Unipessoal, L.d.a. is Rua dos Ferreiros, 260, Funchal-Madeira (Portugal)
9000-082.

(8) Includes the shares noted in the footnotes above.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's common stock, to report to the
SEC their initial ownership of the Company's common stock and any subsequent
changes in that ownership. Specific due dates for these reports have been
established by the SEC and the Company is required to disclose any late filings
or failures to file.

To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company or written representations that no reports
were required during the fiscal year ended December 31, 2002, the Company
believes that during the past fiscal year it complied with all filing
requirements applicable to its officers, directors and greater than ten percent
(10%) beneficial owners, with the exception of Messrs. Hindin, Finkelstein,
Rosenfeld and McNay who inadvertently did not report transactions on a timely
basis, but which transactions were subsequently reported.

PROPOSAL 1 - ELECTION OF DIRECTORS

The Company's Board of Directors consists of five directors. The
Company's bylaws allow for not less than three and not more than seven
Directors. Directors are elected annually to serve one-year terms.

Accordingly, the five individuals listed below each have been nominated
for election as a director at the Meeting, to hold office until the next Meeting
of stockholders and until his successor is elected and qualified. Each nominee
has consented to being named in this proxy statement and has agreed to serve if
elected. If a nominee is unable to stand for election, the Board of Directors
may either reduce the number of directors to be elected or select a substitute
nominee. If a substitute nominee is selected, the Board of Directors, as holder
of your proxy, will vote your shares for the substitute nominee, unless you have
withheld authority to vote for the nominee replaced.

The affirmative vote of a plurality of the votes cast at the Meeting by
the holders of shares present in person or by proxy at the Meeting is required
to elect the nominees named below as directors.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES.

The following table sets forth, with respect to each director and
executive officer, his name and age, the year in which he first became a
director of the Company, and his principal occupation and business experience
during the past five years.

- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION
YEAR FIRST BECAME DIRECTOR OF AGE AND
COMPANY BUSINESS EXPERIENCE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Allan L. Goldstein, 1982 65 Chairman of the Board of the
Company since 1982; Chief
Executive Officer of the
Company from 1982 to 1986, and
1999 to 2002; Chief Scientific
Advisor of the Company from
1982 to present; Professor and
Chairman of Department of
Biochemistry and Molecular
Biology at The George
Washington University School of
Medicine and Health Sciences
from 1978 to present.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Albert Rosenfeld, 1982 82 Secretary - Treasurer of the
Company from 1999 to present;
Consultant on Future Programs
for March of Dimes Birth Defect
Foundation from 1973 to
present; Adjunct Assistant
Professor, Department of Human
Biological Chemistry and
Genetics at University of Texas
Medical Branch, from 1974 to
1998; author and lecturer on
scientific matters.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Richard J. Hindin, 2002 60 Mr. Hindin is Chairman of the
Board of Chicken Out Rotisserie
Inc., founded in 1991, which
operates 29 restaurants in four
states and the District of
Columbia, with annual sales in
excess of $35 million. In 1967,
he co-founded Britches of
Georgetown, Inc., (Britches) a
clothing retailer specializing
in the sale of upscale men's
and women's apparel and
accessories. Mr. Hindin also
serves as Chairman of the Board
of The Institute of Advanced
Studies in Immunology and
Geriatric Medicine, a
non-profit 501(c)(3)
corporation that specializes in
disseminating medical
information to the public as
well as providing the
pharmaceutical industry with an
independent source for testing
vaccines and drugs for the
elderly.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Joseph C. McNay, 1987 68 Managing Principal, Chairman
and Chief Investment Officer of
Essex Investment Management
Company, LLC, a registered
investment advisor, from 1976
to present; Director of
Softech, Inc. and MPSI System,
Inc.
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS' MEETINGS AND COMMITTEES

The Company's Board of Directors met four times in fiscal 2002. During
2002, no director of the Company attended fewer than 75% of the aggregate of the
total number of Board meetings (except for Mr. McNay, who attended two of the
meetings) and the total number of meetings held by the committees of the Board
of Directors on which he served. The Board of Directors of the Company has
standing Audit, Compensation and Stock Option committees.

The Audit Committee seeks to ensure that appropriate audits of the
Company are conducted, as well as the adequacy of the internal accounting
controls and the integrity of financial reporting. The members of the Audit
Committee are Directors McNay and Rosenfeld. The Audit Committee met once during
fiscal 2002. For additional information regarding the audit committee, see
"Audit Committee Matters" below.

The Compensation Committee is responsible for the determination of
compensation paid to executive officers. The members of the Compensation
Committee are Directors McNay and Rosenfeld. The Compensation Committee met once
in fiscal 2002.

The Stock Option Committee is responsible for administering the
Company's stock option plans and in this capacity approves stock option grants.
Each director is a member of the Stock Option Committee. The Stock Option
Committee met once in fiscal 2002.

The entire Board of Directors of the Company acts as the Nominating
Committee for selecting nominees for election to the Board. The Nominating
Committee generally meets once per year to make nominations. While the
Nominating Committee will consider nominees recommended by stockholders, the
Nominating Committee has not actively solicited such nominations. Pursuant to
the Company's bylaws, nominations for election as directors by stockholders at
an Meeting must be made in writing and delivered to the Company's Secretary not
less than fourteen days nor more than fifty days prior to the date of the
meeting. If, however, notice of the meeting is given to stockholders less than
twenty-one days prior to the meeting, the nominations must be received by the
close of business on the seventh day following the day on which notice of the
meeting was mailed to stockholders.

AUDIT COMMITTEE MATTERS

Audit Committee Report. The Audit Committee has issued the following
report with respect to the audited financial statements of the Company for the
year ended December 31, 2002:

o The Audit Committee has reviewed and discussed with the Company's
management the Company's 2002 audited financial statements;

o The Audit Committee has discussed with the Company's independent
auditors (Reznick Fedder & Silverman, P.C.) the matters required to
be discussed by Statement on Auditing Standards No. 61;

o The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards
Board No. 1 (which relates to the auditors' independence from the
Company) and has discussed with the auditors their independence
from the Company; and

o Based on the review and discussions referred to in the three items
above, the Audit Committee recommended to the Board of Directors
that the fiscal 2002 audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002.

Submitted by the Audit Committee of the Company's Board of Directors:

Joseph C. McNay
Albert Rosenfeld

Independence and Other Matters. Under the definition of independence
contained in the National Association of Securities Dealers' listing standards
for the Nasdaq Stock Market, Mr. McNay is "independent." Because he is an
officer of the Company, Mr. Rosenfeld is not "independent" under this
definition. The Company's Board of Directors has not adopted a written charter
for the audit committee.

DIRECTORS' COMPENSATION

At December 31, 2002, Directors McNay and Rosenfeld were owed director
fees earned prior to 1999 and totaling $9,082. It is uncertain when these
amounts will be paid and whether these amounts will be paid with interest.
During 2001, Directors McNay and Rosenfeld were granted stock options to acquire
100,000 shares of common stock each at an exercise price of $0.28, which equals
the market price at the date of grant. During 2002, Director Rick Hindin was
granted stock options to acquire 100,000 shares of common stock at an exercise
price of $0.46, which equals the average market price of the Company's common
stock for the preceding twenty days at the close of business at the date of
grant.

EXECUTIVE COMPENSATION

The following table summarizes for the years indicated the compensation
paid by the Company to the Company's Chief Executive Officer during 2002 and all
executive officers of the Company that earned a salary and bonus for 2002 in
excess of $100,000.

LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION (4)
---------------------------------------- --------------------
Other Restricted
Annual Stock All Other
Name and Principal Fiscal Compensation Award Options Compen-
Position Year Salary Bonus ($)(3) ($) (#) sation
------------------ ------ -------- ----- ------------ ---------- ------- ---------

J.J. Finkelstein, 2002 $175,000 -- (2) -- -- -- --
President and Chief 2001 -- -- -- -- -- $107,670
Executive Officer(1) 2000 -- -- -- -- -- $ 75,000

Allan L. Goldstein, 2002 $110,000 -- (2) -- -- -- $ 37,674(5)
Chairman and Chief 2001 $ 55,000 -- -- -- -- $ 5,000
Scientific Advisor 2000 -- -- -- -- -- $ 26,875
</Table>
- -----------------
(1) On March 19, 2002, J.J. Finkelstein was appointed as the Company's
President and Chief Executive Officer, replacing Dr. Goldstein who will
remain as Chairman and Chief Scientific Advisor of the Company.

(2) Dr. Goldstein and J.J Finkelstein were awarded a $20,000 bonus for work
performed in 2002. The amounts were accrued as of 12/31/02 and paid in
2003.

(3) Dr. Goldstein and Mr. Finkelstein did not receive any (a) personal
benefits or perquisites which exceeded the lesser of $50,000 or 10% of his
salary and bonus; (b) payments of above-market preferential earnings on
deferred compensation; (c) payments of earnings with respect to long term
incentive plans prior to settlement or maturation; (d) amounts reimbursed
for payment of taxes; or (e) preferential discounts on stock.

(4) The Company had no long term incentive plans in existence and made no
payouts or awards under such plans.

(5) In 2002 the board of directors voted to forgive the debt owed by Allan
Goldstein to the Company in return for services performed.

The following table provides information as to the value realized and
unrealized by Dr. Goldstein and Mr. Finkelstein related to stock options during
2002. No stock options were exercised by Dr. Goldstein and Mr. Finkelstein
during 2002.
<Table>
<caption>
- --------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END
(#) ($)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
SHARES VALUE
ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME ON EXERCISE (#) ($) (#) (#) ($) ($)*
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------

Allan L. Goldstein -- -- -- 300,000 -- 51,000
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------

J.J. Finkelstein -- -- -- 500,000 -- 93,670
- --------------------------------------------------------------------------------------------------------------------

* Based on a closing stock price on December 31, 2002 of $0.50 and an exercise
price of $0.33.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loan Arrangements

In March of 2002, the Company forgave the balance of $37,674 of a loan
originally extended to Dr. Goldstein in 1994. The amount forgiven represented
approximately 25% of the total principal.

Dr. Goldstein and Messrs. Finkelstein, Hindin and Sidney Silver (the
"Consultants") each received a loan from the company for restricted common stock
purchased in 2000 pursuant to their work for the company and the raising of
capital to finance operations. Each Consultant originally purchased 1,875,000
shares of common stock and borrowed $75,000 from the company to pay for such
stock, with interest due and payable quarterly. Each Consultant had paid all
interest due. The note was due to be repaid after three years. Mr. Hindin and
Mr. Silver paid the note in full and Mr. Finkelstein and Dr. Goldstein wished to
pay the note with $20,000 in cash each and repay the balance using shares of
RegeneRx common stock, priced at a discount to the then current average market
price. The 20-day average closing price over the preceding 20 days was $0.41 and
it was agreed by the Board that an appropriate discount would be 25% to
approximately $0.31. After each paying $20,000, the balance of $55,000 due to
the company from Mr. Finkelstein and Dr. Goldstein would require each to return
178,862 shares to the company's treasury in satisfaction of their obligations.
Following a discussion of the terms in which Mr. Finkelstein and Dr. Goldstein
recused themselves, the Board acknowledged that Mr. Finkelstein and Dr.
Goldstein had been working for the company at below market salaries and had done
an excellent job of moving the company forward and approved the loan repayment
terms.

Employment Agreements

On January 1, 2002, Dr. Goldstein and J.J. Finkelstein entered into
employment contracts with the Company to serve as Chairman and Chief Scientific
Advisor and President and Chief Executive Officer, respectively.

Employment Contract of Dr. Goldstein
- ------------------------------------

Pursuant to the terms of his employment agreement, Dr. Goldstein is not
obligated to devote 100% of his time to the Company and continues to be employed
by the George Washington University in Washington, D.C. The initial term of Dr.
Goldstein's employment agreement is three years. The agreement will
automatically be extended for successive one year terms unless the Company or
Dr. Goldstein elects not to extend the agreement. The agreement provides for
annual compensation of $110,000.00 and eligibility to receive an annual bonus in
the discretion of the Board of Directors of the Company. In consideration for
his services, the Company also granted Dr. Goldstein an option to purchase
300,000 shares of the Company's common stock at a purchase price equal to fair
market value pursuant to the Amended and Restated Option Plan. Dr. Goldstein's
option vested as to 34% of the option shares on the first anniversary of the
grant (March 18, 2003) and in twenty-four (24) equal monthly installments
thereafter so long as he remains employed by the Company. In the event of Dr.
Goldstein's termination without cause or upon the occurrence of certain change
in control events, Dr. Goldstein's stock shall immediately vest and be released
from

the Company's repurchase option.

Pursuant to the agreement, Dr. Goldstein is entitled to participate in
and receive all standard employee benefits under applicable Company welfare
benefits plans and programs to the same extent as other senior executives of the
Company and to participate in all applicable incentive plans, including stock
option, stock, bonus, savings and retirement plans provided by the Company which
are offered to senior executive officers in the company. The agreement also
provides that Dr. Goldstein will receive such perquisites as the Company may
establish from time to time which are commensurate with his position and
comparable to those received by other senior executives of the Company
(including vacation of at least four (4) weeks per annum and holidays, leaves of
absence and leaves for illness and temporary disability in accordance with the
policies of the Company and federal, state and local law).

Dr. Goldstein is prohibited under the agreement participating in or
taking any position, investment or interest known by him to be adverse or
antagonistic to the Company, its business or prospects, financial or otherwise.
In addition, Dr. Goldstein is bound by a proprietary information,
nonsolicitation, noncompetition and inventions assignment agreement as part of
his employment agreement.

If Dr. Goldstein's employment is terminated without cause (as defined
in the employment agreement) or he terminates his employment for any reason
within 12 months after a change of control event, the Company is obligated to
pay him a lump sum payment in an amount equal to his then annual base salary
(less federal and state tax withholding) as severance pay. Dr. Goldstein is
required to sign a release in favor of the Company as a condition to receiving
the severance payment.

Pursuant to the employment agreement, the Company may terminate Dr.
Goldstein in the event of his death, or any illness, disability or other
incapacity that renders him unable regularly to perform his duties generally for
more than either one hundred twenty (120) consecutive days or more than a total
of one hundred eighty (180) days in any consecutive twelve (12) month period.
Dr. Goldstein may resign his employment for good reason by giving notice to the
Company. Good reason generally is defined by the employment agreement as a
material change in his duties or responsibilities with the Company, which causes
his position to become one of lesser responsibility or importance, or a
relocation of his place of employment by more than 60 miles or a material
reduction in the benefits and perquisites provided to him or any material
failure by the Company to pay his the compensation and benefits under this
Agreement. If Dr. Goldstein resigns with good reason, the Company is obligated
to pay him the severance described above.

Employment Contract of Mr. Finkelstein
- --------------------------------------

Pursuant to the terms of his employment agreement, Mr. Finkelstein is
expected to devote 100% of his time and efforts to the Company. The initial term
of Mr. Finkelstein's employment agreement is three years. The agreement will
automatically be extended for successive one year terms unless the Company or
Mr. Finkelstein elects not to extend the agreement. The agreement provides for
annual compensation of $175,000.00 and eligibility to receive an annual bonus in
the discretion of the Board of Directors of the Company. In consideration for
his services, the Company

also granted Mr. Finkelstein an option to purchase 500,000 shares of the
Company's common stock at a purchase price equal to fair market value pursuant
to the Amended and Restated Option Plan. Mr. Finkelstein's option vested as to
34% of the option shares on the first anniversary of the grant (March 18, 2003)
and in twenty-four (24) equal monthly installments thereafter so long as he
remains employed by the Company. In the event of Mr. Finkelstein's termination
without cause or upon the occurrence of certain change in control events, Mr.
Finkelstein's stock shall immediately vest and be released from the Company's
repurchase option.

Pursuant to the agreement, Mr. Finkelstein is entitled to participate
in and receive all standard employee benefits under applicable Company welfare
benefits plans and programs to the same extent as other senior executives of the
Company and to participate in all applicable incentive plans, including stock
option, stock, bonus, savings and retirement plans provided by the Company which
are offered to senior executive officers in the company. The agreement also
provides that Mr. Finkelstein will receive such perquisites as the Company may
establish from time to time which are commensurate with his position and
comparable to those received by other senior executives of the Company
(including vacation of at least four (4) weeks per annum and holidays, leaves of
absence and leaves for illness and temporary disability in accordance with the
policies of the Company and federal, state and local law). Under the employment
agreement, the Company also is obligated to maintain a life insurance policy
covering the life of Mr. Finkelstein with coverage in the amount of not less
than $1,000,000 and a disability insurance policy with coverage in the maximum
amount allowable or appropriate as determined by his base salary, provided that
the Company is not obligated to pay more than $600 per month in the aggregate,
for life and disability coverage.

Mr. Finkelstein is prohibited under the agreement participating in or
taking any position, investment or interest known by him to be adverse or
antagonistic to the Company, its business or prospects, financial or otherwise.
In addition, Mr. Finkelstein is bound by a proprietary information,
nonsolicitation, noncompetition and inventions assignment agreement as part of
his employment agreement.

If Mr. Finkelstein's employment is terminated without cause (as defined
in the employment agreement) or he terminates his employment for any reason
within 12 months after a change of control event, the Company is obligated to
pay him a lump sum payment in an amount equal to his then annual base salary
(less federal and state tax withholding) as severance pay. In addition, the
Company will reimburse him for premiums he pays for life and disability
insurance for a 12 month period. Such reimbursement, in the aggregate, generally
will be capped at the $600 per month. Mr. Finkelstein is required to sign a
release in favor of the Company as a condition to receiving any severance
payment.

Pursuant to the employment agreement, the Company may terminate Mr.
Finkelstein in the event of his death, or any illness, disability or other
incapacity that renders him unable regularly to perform his duties generally for
more than either one hundred twenty (120) consecutive days or more than a total
of one hundred eighty (180) days in any consecutive twelve (12) month period.
Mr. Finkelstein may resign his employment for good reason by giving notice to
the Company. Good reason generally is defined by the employment agreement as a
material change in his duties or responsibilities with the Company, which causes
his position to become one of lesser responsibility

or importance, or a relocation of his place of employment by more than 60 miles
or a material reduction in the benefits and perquisites provided to him or any
material failure by the Company to pay his the compensation and benefits under
this Agreement. If Mr. Finkelstein resigns with good reason, the Company is
obligated to pay him the severance described above.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about the Company's Common Stock
that may be issued upon the exercise of options, warrants and rights under all
existing equity compensation plans as of December 31, 2002.

NUMBER OF SECURITIES
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE FOR
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING FUTURE ISSUANCE UNDER EQUITY
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND COMPENSATION PLANS
WARRANTS AND RIGHTS RIGHTS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
PLAN CATEGORY (a) (b) (c)
- ------------------------------ ----------------------------- ------------------------- -----------------------------

Equity compensation plans
approved by security holders 1,200,000 0.33 1,300,000

Equity compensation plans not
approved by security holders -- -- --

Total 1,200,000 0.33 1,300,000

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS

Effective April 25, 2000, the Company engaged Reznick Fedder &
Silverman, P.C. as its principal accountant to audit the Company's financial
statements. During the Company's fiscal years ended December 31, 1998 and 1999
and subsequent interim periods prior to the engagement of Reznick Fedder &
Silverman, P.C., the Company did not, nor did anyone on the Company's behalf,
consult Reznick Fedder & Silverman, P.C. regarding either (A) the application of
accounting principles to a specified completed or proposed transaction, or the
type of audit opinion that might be rendered on the Company's financial
statements as to which a written report or oral advice was provided to the
Company that was an important factor considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue, or (B) any
matter that was the subject of a disagreement between the Company and
PricewaterhouseCoopers LLP or an event described in paragraph 304(a)(1)(v) of
the SEC's Regulation S-K.

The Board of Directors has appointed Reznick Fedder & Silverman, P.C.
as principal accountant for the fiscal year ending December 31, 2003, subject to
the ratification of the appointment by stockholders at the Meeting. A
representative of Reznick Fedder & Silverman, P.C.

is expected to attend the Meeting to respond to appropriate questions and will
have an opportunity to make a statement if he or she so desires.

For the fiscal year ended December 31, 2002, Reznick Fedder &
Silverman, P.C. provided various audit and non-audit services to the Company.
Set forth below are the aggregate fees billed for these services:

(a) Audit Fees: $15,000.
(b) Financial Information Systems Design and Implementation Fees: $0.
(c) All other fees: $17,800.

The Audit Committee of the Company's Board of Directors has considered
whether the provision of services covered by items (b) and (c) above is
compatible with maintaining the independence of Reznick Fedder & Silverman, P.C.

VOTE REQUIRED FOR APPROVAL

The affirmative vote of a majority of the votes cast by the holders of
shares present in person or by proxy at the Meeting and entitled to vote is
required to approve the ratification of the appointment of Reznick Fedder &
Silverman, P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2003.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

ADDITIONAL INFORMATION

STOCKHOLDER PROPOSALS FOR 2003 MEETING

If you intend to present a stockholder proposal at next year's Meeting,
your proposal must be received by the Company at its executive offices, located
at 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814, by January 9,
2004 to be eligible for inclusion in the Company's proxy materials for that
meeting. Your proposal will be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended, and the Company's
certificate of incorporation and bylaws and Delaware law.

REGENERX BIOPHARMACEUTICALS, INC.

PROXY FOR ANNUAL MEETING TO BE HELD ON JUNE 18, 2003

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder(s) hereby appoints the Board of Directors of
RegeneRx Biopharmaceuticals, Inc. (the "Company"), and its survivor, with full
power of substitution, to act as the agent, attorneys and proxies for the
undersigned to vote all shares of common stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Meeting"), to be held on Wednesday, June 18, 2003 at 2550 M Street, NW,
Washington, DC, at 10:00 a.m., local time, and at any and all adjournments and
postponements thereof, as indicated hereon.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN HEREON. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES AS
DIRECTORS UNDER PROPOSAL I, FOR PROPOSAL II AND, AT THE PROXIES' DISCRETION,
UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENT(S) THEREOF. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

1. ELECTION OF DIRECTORS OF ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE
CONTRARY BELOW):

FOR ALL NOMINEES WITHHOLD FOR ALL EXCEPT:

[ ] [ ] [ ]

ALLAN L. GOLDSTEIN, J.J. FINKELSTEIN, ALBERT ROSENFELD, JOSEPH C. MCNAY AND
RICHARD J. HINDIN

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

- --------------------------------------------------------------------------------

2. RATIFICATION OF REZNICK FEDDER & SILVERMAN, P.C. AS COMPANY AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2003.

FOR AGAINST ABSTAIN:

[ ] [ ] [ ]

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT(S) THEREOF.

The undersigned acknowledges receipt from the Company, prior to the execution of
this Proxy, of Notice of the Meeting, the Company's Proxy Statement and the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.

PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Dated , 2003
-------------------------

-------------------------------
Signature

-------------------------------
Signature if held jointly

Please sign exactly as name appears hereon. 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.