RADIATION DISPOSAL SYSTEMS, INC.
1104 Nueces Street
Austin, TX 78701-2128

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on __________________

to the Shareholders of
RADIATION DISPOSAL SYSTEM, INC.

NOTICE IS HEREBY  GIVEN that the Annual  Meeting of  Shareholders  of  RADIATION
DISPOSAL  SYSTEMS,  INC.  (the  "Company")  will be held at the offices of First
Dominion  Finanical  Group,  N.A. of Frost  National  Bank Plaza,  816  Congress
Avenue, Suite 1100, Austin, Texas 78701 on ____________________,  at __________,
for the following purposes:

         1.  To elect two Directors to the  Company's Board of Directors to hold
office for a period of one year or until their  successors  are duly elected and
qualified;

         2.  To vote on the  proposal  to amend  the  Company's  Cerrificate  of
Incorporation to increase the authorized number of shres of Common Stock from 20
million to 50 million;

         3.  To  vote  on  the  proposal  to  amend the Compnay's Certificate of
Incorporation  to effect a change of the Company's name from RADIATION  DISPOSAL
SYSTEMS, INC. TO THE SAINT JAMES COMPANY;

         4.  To vote on the proposal to reverse-split the Company's  outstanding
shares of Common  Stock on a 20 for 1 basis,  20  outstanding  shares  for 1 new
share;

         5.  To vote on the  proposal  to  authorize  a change  of the Company's
domicile (state of incorporation) from North Carolina to Delaware;

         6.  To transact  such other business as may properly be brought  before
the meeting or any adjournment thereof.

         The close of  business  on October 1, 1998 has been fixed as the record
date for the  determination  of shareholders  entitled to notice of, and to vote
at, the meeting and any adjournment thereof.

         You are  cordially  invited to attend the  meeting.  Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed  envelope to assure that your shares are represented
at the meeting.  If you do attend,  you may revoke any prior proxy and vote your
shares in person if you wish to do so.  Any prior  proxy will  automatically  be
revoked in you execute the accompanying  proxy or if you notify the Secretary of
the Company, in writing, prior to the annual Meeting of Shareholders,

         By order of the Board of Directors
         Wayne Gronquist, Secretary
         Dated:

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND SIGN
THE  ENCLOSED  PROXY AND MAIL IT PROMPTLY IN THE  ENCLOSED  ENVELOPE IN ORDER TO
ASSURE  REPRESENTATION  OF YOUR SHARES.  NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.

RADIATION DISPOSAL SYSTEMS, INC.
1104 Nueces Street
Austin, Texas 78701-2128