CITA BIOMEDICAL, INC.

                         SPECIAL MEETING OF STOCKHOLDERS
                        To Be Held on February ___, 2002

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE  PRESENTS  that the  undersigned  hereby  constitutes  and
appoints Joseph Dunn and Michael C. Hinton,  and each of them, the attorneys and
proxies of the undersigned with full power of substitution to appear and to vote
all of the  common  shares  of Cita  Biomedical,  Inc.,  held of  record  by the
undersigned on January 31, 2002, at the Special  Meeting of  Stockholders  to be
held on  February  __,  2002,  at  10:00  a.m.  Pacific  Daylight  Time,  or any
adjournment  thereof,  as  indicated  below and, in their  discretion,  on other
matters which properly come before the meeting.

1.       TO  APPROVE  THE  COMPANY'S  2002  STOCK  OPTION  PLAN  FOR  EMPLOYEES,
         CONSULTANTS AND ADVISORS.

[ ]  FOR                              [ ]  AGAINST                 [ ]  ABSTAIN

2.       TO APPROVE AN AMENDMENT TO THE COMPANY'S  ARTICLES OF  INCORPORATION TO
         INCREASE THE NUMBER OF COMMON  SHARES  AUTHORIZED  TO  250,000,000  AND
         30,000,000 PREFERRED SHARES.

[ ]  FOR                              [ ]  AGAINST                 [ ]  ABSTAIN

3.       TO APPROVE THE CHANGE OF INCORPORATION FROM COLORADO TO DELAWARE.

[ ]  FOR                              [ ]  AGAINST                 [ ]  ABSTAIN
4.       IN THEIR  DISCRETION,  ON OTHER  MATTERS THAT  PROPERLY COME BEFORE THE
         MEETING OR ANY ADJOURNMENT THEREOF.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CITA BIOMEDICAL,
INC. IF NO VOTE IS INDICATED, THIS PROXY WILL BE VOTED WITH AUTHORITY FOR
PROPOSALS 1, 2 AND 3.

                     (PLEASE SIGN AND DATE ON REVERSE SIDE)






                          (CONTINUED FROM REVERSE SIDE)


YOU ARE URGED TO DATE,  SIGN AND  RETURN  PROMPTLY  THIS  PROXY IN THE  ENVELOPE
PROVIDED.  IT IS  IMPORTANT  FOR  YOU  TO BE  REPRESENTED  AT THE  MEETING.  THE
EXECUTION  OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
PRESENT AT THE MEETING.

IMPORTANT:
Please sign exactly as your name or names appear on the share certificates, and
when signing as an attorney, executor, administrator, trustee or guardian,
please give full title as such. the signatory is a corporation, sign the full
corporate name by duly authorized officer, or if a partnership, sign in
partnership name by authorized person.


Dated:   _____________________________, 2002    _______________________________
                                                Signature

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                                                Signature