SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN THE PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]

File 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 14(a)-
6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

OmniComm Systems, Inc.
----------------------
Name of Registrant as Specified In Its Charter

_____________________________________
(Name of Person(s) Filing Proxy Statement, of other than the 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)(4) and 0-11.
1) Title of each class of securities to which 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 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 of Schedule and date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

OMNICOMM SYSTEMS, INC. [LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on November 16, 2001

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the "Annual Meeting") of OmniComm Systems,
Inc., a Delaware Corporation (the "Company"), will be held on Friday, November
16, 2001, at 9:00 a.m., EDT, at 2540 Davie Road, Davie, Florida, 33317, for
the following purposes:

1) To elect five directors for a term of one year.
2) To ratify the appointment of Greenberg & Co. as independent
auditors for the Company for the year ended December 31, 2001.
3) To authorize an increase in the number of shares of Common Stock
of the Company from 20 million to 60 million.
4) To authorize an increase in the number of options that may be
granted under the Company 1998 Incentive Stock Option Plan from 3
million to 5 million.
5) To attend to other matters that properly come before the meeting.

Stockholders owning the Company's shares at the close of business on September
28, 2001 (the "Record Date"), are entitled to notice of and to vote at the
Annual Meeting.

The Board of Directors encourages you to read this document thoroughly and to
take this opportunity to vote on the matters to be decided at the Annual
Meeting.

All stockholders of record as of the Record Date are cordially invited to attend
the Annual Meeting in person.

FOR THE BOARD OF DIRECTORS

/s/ Randall G. Smith
--------------------
Randall G. Smith
Corporate Secretary

Coconut Grove, Florida
September 28, 2001

Table of Contents
-----------------

About the Meeting 4
Voting Procedures 4
Corporate Governance 6
Election of Directors (Item 1 on Proxy Card) 7
Ratification of Appointment of Independent Accountants (Item 2 on Proxy Card 8
Proposal to Increase Authorized Common Stock (Item 3 on Proxy Card) 8
Amendment of 1998 Stock Incentive Plan (Item 4 on Proxy Card) 10
Executive Compensation 16
Compensation Tables 18
Other Forms of Compensation 19
Security Ownership of Certain Beneficial Owners & Management 20
Audit Committee Charter 20
Audit Committee Report 22
Roles of Board Committees 23
Certain Relationships & Related Transactions 24
Section 16(a) Beneficial Ownership Reporting Compliance 26
Compensation Committee Interlocks and Insider Participation 26
Additional Information 26
Form 10QSB June 30, 2001 26
Submission of Shareholder Proposals and Director Nominations 27
Other Business 27

OMNICOMM SYSTEMS, INC.

PROXY STATEMENT
FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE MEETING

General

The enclosed proxy is solicited on behalf of the Board of Directors of OmniComm
Systems, Inc., a Delaware Corporation, for use at the Annual Meeting of

Stockholders, at 2540 Davie Road, Davie Florida, 33317, on Friday, November 16,
2001, at 9:00 a.m., EST. The telephone number for inquiries is (305) 448 -4700.

What is the Purpose of the Annual Meeting?

At the Company's Annual Meeting, stockholders will act upon matters outlined in
the accompanying notice of the meeting and transact such other business that may
properly come before the meeting. In addition, the Company's management will
report on the performance of the Company during fiscal 2000 and respond to
questions from stockholders.

VOTING PROCEDURES

Your Vote is Very Important.

Who is Entitled to Vote?

Only stockholders of record at the close of business on the Record Date,
September 28, 2001, receive notice of the Annual Meeting and are entitled to
vote the shares of common stock that they hold as of that date. Each outstanding
share entitles its holder to cast one vote on each matter to be voted upon.

Please note that if you hold your shares in "street name", that is, through a
broker or other nominee, you will need to bring a copy of a brokerage statement
reflecting your stock ownership as of the Record Date. If you do not vote your
proxy, your brokerage firm may either vote your shares on routine matters, such
as election of directors or leave your shares without a vote. We encourage you
to provide instructions to your brokerage firm by voting our proxy. This ensures
your shares will be voted at the meeting.

The proxy solicitation materials were mailed on or about October 5, 2001,
together with the Company's Annual Report for the period ended December 31,
2000, to all stockholders entitled to vote at the meeting.

How Do I Vote?

You have two ways to vote. You may return the proxy card by mail, or vote in
person. To vote by mail, you must sign your proxy card and send it in the
enclosed prepaid, addressed envelope. If you mark your voting instructions on
the proxy card, your shares will be voted as you instruct. If you return a
signed card but do not provide voting instructions, your shares will be voted as
recommended by the Board of Directors:

. for the five named directors;

. for the increase in the number of authorized common stock;

. for the ratification of the appointment of Greenberg & Co., LLP, as
the Company's auditors; and

. for the proposal to increase the number of authorized stock options
available in the Company's 1998 Stock Incentive Plan.

If you choose to vote in person, you will have an opportunity to do so at the
Annual Meeting. You may either bring your proxy card to the Annual Meeting, or
if you do not bring your proxy card, the Company will pass out written ballots
to anyone who was a stockholder as of the record date. Please note that you will
be required to provide a brokerage statement reflecting your stock ownership as
of the Record Date.

What if I Change My Mind After I Return My Proxy Card?

You may revoke your proxy and change your vote at any time before the polls
close at the Annual Meeting. You may do this by:

. signing another proxy with a later date, (the proxy with the latest
date is counted);

. voting in person at the Annual Meeting.

What Does it Mean if I Receive More Than One Proxy Card?

It means you have multiple accounts with the transfer agent and/or with brokers.
If you would like to cancel duplicate mailings, you may authorize the Company to
discontinue mailings of multiple annual reports by marking the appropriate box
on each proxy card.

What Constitutes a Quorum?

The presence, in person or by properly executed proxy, of the holders of a
majority of the shares of common stock outstanding as of the Record Date
constitutes a quorum at the Annual Meeting. Shares that voted "For," "Against'"
or "Withheld" on the proposals are treated as being present at the meeting for
purposes of establishing a quorum and are deemed to be "votes cast" at the
Annual Meeting with respect to the proposals. Signed, unmarked proxy cards are
voted as recommended by the Board of Directors. A plurality of the votes duly
cast is required for the election of directors. The affirmative vote of a
majority of the vote duly cast is required for the ratification of the
appointment of the independent auditors, the increase in authorized common stock
and the increase in the number of options available under the Company's Stock
Incentive Plan.

Abstentions and broker non-votes will be included for purposes of determining
whether a quorum of shares is present at the Annual Meeting. However,
abstentions and broker non-votes will not be included in the tabulation of the
voting results on the election of directors or on issues requiring approval of a
majority of the votes duly cast.

As of the Record Date, a total of 8,343,697 shares of the Company's common
stock, $.001 par value were issued and outstanding. For information regarding
security ownership by management and by the beneficial owners of more than 5% of
the Company's common stock, see "Stock Ownership." The closing price of the
Company's common stock on the NASDAQ Over the Counter Bulletin Board on the

Record Date was $0.40 per share.

Who Will Count the Vote?

The Company's Registrar, ADP Investor Services, will tally the vote, which will
be certified by an Inspector of Election. The Inspector of Election will be the
Company's Secretary or Assistant Secretary.

Who is Soliciting This Proxy?

Solicitation of proxies is made on behalf of the Board of Directors of the
Company. The Company will pay the cost of preparing, assembling and mailing the
notice of Annual Meeting, proxy statement and proxy card. In addition, to the
use of mail, proxies may be solicited by directors, officers and regular
employees of the Company, without additional compensation, in person or by
telephone or other electronic means.

CORPORATE GOVERNANCE

In accordance with Delaware General Corporation Law and the Company's Amended
Certificate of Incorporation and By-Laws (the "By-Laws"), the Company's
business, property and affairs are managed under the direction of the Board of
Directors. Although directors are not involved in the day-to-day operating
details, they are kept informed of the Company's business through written
reports and documents provided to them regularly, as well as by operating,
financial and other reports presented by the officers of the Company at meetings
of the Board of Directors and committees of the Board of Directors.

MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors held 11 meetings in
2000. Each of the incumbent directors attended at least 75% of the Board of
Directors and committee meetings to which the director was assigned. The
incumbent directors in the aggregate attended about 94.5% of their Board of
Directors and assigned committee meetings.

COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors has established two
standing committees.

Audit Committee -- reviews and monitors the Company's corporate financial
reporting, external audits, internal control functions and compliance with laws
and regulations that could have a significant effect on the Company's financial
condition or results of operations. In addition, the Audit Committee has the
responsibility to consider and recommend the appointment of, and to review fee
arrangements with, the Company's independent accountants. The Audit Committee
did not meet during 2000. The current members of the Audit Committee are Messrs.
Wit and Smith.

Compensation Committee -- reviews and makes recommendations to the Board of
Directors regarding the compensation to be provided to the Chief Executive
Officer. In addition, the Compensation Committee reviews compensation
arrangements for the other executive officers. The Compensation Committee also
administers the Company's equity compensation plans. The Compensation Committee
held one meeting during 2000. The current members of the Compensation Committee
are Messrs. Ginsberg and van Kesteren.

DIRECTOR COMPENSATION. Directors do not receive compensation for their services
as directors; however, they are reimbursed for the expenses they incur in
attending meetings of the Board of Directors or board committees. Outside
directors of the Company are also eligible to receive options to purchase Common
Stock awarded under the 1998 Stock Incentive Plan.

ELECTION OF DIRECTORS
ITEM 1 ON PROXY CARD

The Company's By-Laws provide that the Company's business shall be managed by a
Board of Directors of not less than three directors, with the number of
directors to be fixed by the shareholders from time to time. The directors serve
terms of one year and until their respective successors have been elected and
have qualified. There are currently five directors of the Company.

Director candidates are nominated by the Board of Directors. Shareholders are
entitled to nominate candidates for the Board of Directors in accordance with
the procedures set forth in the By-Laws.

At the Annual Meeting, five directors are to be elected. All of the director
nominees are currently directors of the Company. All five nominees have
consented to being named as nominees for directors of the Company and have
agreed to serve if elected. The directors will be elected to serve for one year
terms and until their successors have been elected and qualified. If any of the
nominees should become unavailable to serve at the time of the Annual Meeting,
the shares represented by proxy will be voted for any remaining nominee and any
substitute nominee(s) designated by the Board of Directors. Director elections
are determined by a plurality of the votes cast.

Set forth is information regarding each nominee for director.

Dr. David Ginsberg, 53. Dr. Ginsberg has been a Director, Chief Executive
Officer and President since August 1, 2000. Prior to joining the Company Dr.
Ginsberg served as Vice President of Field Operations for Wyeth-Ayerst from 1998
to 2000. Dr. Ginsberg served as President of Concorde Clinical Research from
1994 to 1997.

Cornelis F. Wit, 55. Mr. Wit has been a Director of the Company since 1999. Mr.
Wit served as interim CEO of the Company from June 30, 2000 until August 1,
2000. Mr. Wit was President of Corporate Finance of Noesis Capital Corp., an
international banking and money management firm from March 1995 until September
2000. Mr. Wit currently serves as a consultant to Noesis Capital. Mr. Wit was
formerly President and CEO of DMV Inc., the North American subsidiary of Campina
Melkunie.

Randall G. Smith, 44. Mr. Smith has been a Director of the Company since 1997.
From 1997 until the present date Mr. Smith has been an officer and director of
OmniComm Systems, Inc. Mr. Smith served as President of the Company until August
1, 2000. From December 1995 to May 1997 Mr. Smith was Director of Operations for
Global Communications Group.

Guus van Kesteren, 60. Mr. van Kesteren has been a Director of the Company since
1999. Mr. van Kesteren is a consultant to Noesis Capital Corp., an
international banking and money management firm. Mr. Van Kesteren was formerly

Vice President of Janssen Pharmaceutica, a subsidiary of Johnson & Johnson,
responsible for the pharmaceutical business in South East Asia, Australia, and
New Zealand.

Harold Blue, 39. Mr. Blue is Executive Vice President and Chief Operating
Officer at Commonwealth Associates where he focuses on managing Commonwealth's
relationships with its portfolio companies. Mr. Blue has been a Director since
September 1, 2001. Since September 2000, Mr. Blue has served as Vice Chairman of
Proxymed, Inc., a healthcare information systems company; between August 1993
and September 2000 he served as Proxymed's Chairman and Chief executive officer.
Mr. Blue serves as a Director of Proxymed Inc., MonsterDaata Inc., Healthwatch
Inc., Futurelink, eB2B Inc and Notify.

The Board of Directors recommends a vote FOR all five of the listed nominees.

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
ITEM 2 ON PROXY CARD

Subject to shareholder ratification, the Board of Directors, acting upon the
recommendation of the Audit Committee, has reappointed the firm of Greenberg &
Co., certified public accountants, as independent accountants to examine the
financial statements of the Company for 2001. Ratification requires the
affirmative vote of a majority of eligible shares present at the Annual Meeting,
in person or by proxy, and voting thereon. Unless otherwise specified by the
shareholders, the shares of stock represented by the proxy will be voted for
ratification of the appointment of Greenberg & Co. as independent accountants to
audit and report upon the financial statements of the Company for fiscal year
2001. If this appointment is not ratified by shareholders, the Audit Committee
may reconsider its recommendation.

The Board of Directors recommends a vote FOR ratification.

PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
ITEM 3 ON PROXY CARD

The Company's Amended Certificate of Incorporation, as currently in effect,
provides that the Company is authorized to issue two classes of stock,
consisting of 20,000,000 shares designated as Common Stock, $.001 par value per
share, and 10,000,000 shares designated as Preferred Stock, $.001 par value per
share. On August 31, 2000, the Board of Directors adopted a resolution setting
forth a proposed amendment to the Company's Amended Certificate of Incorporation
to increase the authorized number of shares of Common Stock by 40,000,000 shares
to an aggregate of 60,000,000 shares. The resolution declares the advisability
of the proposed amendment and directs that the proposed amendment be considered
at the annual meeting of shareholders. The proposed amendment does not affect
any terms or rights of the Company's Common Stock or Preferred Stock. As
proposed to be amended, the first paragraph of Article Four of the Amended
Certificate of Incorporation would read as follows:

"The total number of common shares of stock which the corporation shall have the
authority to issue is sixty million (60,000,000)."

As of September 28, 2001, in addition to the approximately 8,344,000 shares
of
common stock issued and outstanding, approximately 29,100,00 additional shares
of Common Stock must be reserved for issuance for various purposes, including
for issuance upon exercise or conversion of our Series A and B Preferred Stock,
warrants and convertible notes and under the Company's 1998 Incentive Stock

Plan. Therefore as of September 28, 2001 there were a total of
approximately
37,444,000 shares of common stock either issued and outstanding or reserved for
issuance out of a total of 20,000,000 authorized
8

shares of common stock, leaving a deficit of 17,444,000 shares of common stock.
The Company completed a private placement of its common stock on September 11,
2001. In that placement the Company sold 200,000 of 8% Series B Convertible
Preferred Stock ("Series B"). The Series B shares are convertible into 8,000,000
shares of the Company's common stock. In addition, in that private placement the
holders of the Series B shares were issued warrants to purchase an additional
8,000,000 shares of common stock. As a condition of that private placement the
Company has agreed to undertake the necessary steps to increase the number of
authorized shares of common stock in order to provide for the eventual
conversion of the Series B into shares of the Company's common stock. The
Company would also need additional authorized shares for subsequent issuance or
reservation of common stock. There are no pre-emptive rights relating to the
Company's common stock. As of September 15, 2001, there were 2,873,000 shares of
5% Series A Convertible Preferred Stock, and 200,000 shares of 8% Series B
Convertible Preferred stock outstanding respectively.

Purpose and Effect of Amendment

The Board of Directors believes that increasing the number of authorized shares
of Common Stock is desirable to make additional unreserved shares of Common
Stock available for issuance or reservation without further shareholder
authorization, except as may be required by applicable law or by stock exchange
rules.

Having such additional shares authorized and available for issuance or
reservation will provide the Company with the flexibility to issue shares of
Common Stock in possible future financings, stock dividends or distributions,
acquisitions, equity incentive plans or other proper corporate purposes which
may be identified in the future by the Board of Directors, without the expense
and delay of a special stockholders' meeting. Other than with respect to the
reservation of shares of Common Stock in connection with the Company's 1998
Stock Incentive Plan, and in connection with a planned private placement for the
sale of the Company's Series C Preferred Stock in 2002, or as publicly
announced, the Company has no plans or other existing or proposed agreements or
understandings to issue, or reserve for future issuance, any of the additional
shares of Common Stock which would be authorized by the proposed amendment.

The issuance of additional shares of Common Stock may have a dilutive effect on
earnings per share and on the equity and voting power of existing holders of
Common Stock. It may also adversely affect the market price of the Common Stock.
However, in the event additional shares are issued in transactions whereby
favorable business opportunities are provided or that provide working capital
sufficient to further capitalize the Company and allow it to pursue its business
plans, the market price may increase.

Potential Anti-Takeover Effect

Although the proposed amendment to the Company's Restated Certificate of
Incorporation is not motivated by takeover concerns and is not considered by the
Board of Directors to be an anti-takeover measure, the availability of
additional authorized shares of Common Stock could enable the Board of Directors
to issue shares defensively in response to a takeover attempt. Such issuances
could dilute the ownership and voting rights of a person seeking to obtain
control of the Company, dilute the value of outstanding shares, and increase the
ownership of stockholders opposed to a takeover. Thus, increasing the authorized
Common Stock could render more difficult and less likely a merger, tender offer
or proxy contest, assumption of control by a holder of a large block of the
Company's stock, and the removal of incumbent management. Issuance of additional
shares unrelated to any takeover attempt could also have these effects.
Management has no current intent to propose anti-takeover measures in future
proxy solicitations.

Vote Required

Approval of this amendment to the Amended Certificate of Incorporation requires
the affirmative vote of the holders of a majority of the outstanding shares of
voting securities. As a result, any shares not voted (whether by abstention,
broker non-vote or otherwise) will have the same effect as a vote against the
proposal.

The Board of Directors recommends a vote FOR the proposed amendment to the
Amended Certificate of Incorporation

AMENDMENT OF 1998 STOCK INCENTIVE PLAN
ITEM 4 ON PROXY CARD

The Company's 1998 Stock Incentive Plan (the "1998 Plan") was adopted in January
1998. Since the Company has committed virtually all of the shares available
under the plan, in July 2001, the Board of Directors amended the 1998 Plan by
increasing the number of shares of common stock authorized for issuance under
the 1998 Plan by 2,000,000 shares from 3,000,000 to 5,000,000. If shareholder
approval is obtained, the Company will be able to make incentive stock option
grants and grants to existing employees. The Board of Directors believes that
shareholder approval of the Board of Director's increase in the number of shares
of Common Stock which may be issued under the 1998 Plan is necessary to ensure
that sufficient shares will be available to support the Company's continuing
efforts to attract and retain highly qualified employees.

The purpose of the 1998 Plan of the Company is to provide a means through which
the Company and its affiliates may attract able persons to enter and remain in
the employ of the Company, and to provide a means whereby those key persons upon
whom the responsibilities of the successful administration and management of the
Company rest, and whose present and potential contributions to the welfare of
the Company are of importance, can acquire and maintain stock ownership, thereby
strengthening their commitment to the welfare of the Company and promoting an
identity of interest between stockholders and these key persons.

A further purpose of the Plan is to provide such key persons with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Company. So that the appropriate incentive can be provided, the Plan
provides for granting incentive stock options, non-qualified stock options,
stock appreciation rights, restricted stock awards, phantom stock unit awards
and performance share units, or any combination of the foregoing.

The Company believes that the 1998 Plan will encourage the participants to
contribute materially to the Company's growth and will align the economic
interests of the participants with those of the shareholders.

GENERAL

Prior to the amendment and subject to adjustment as described below, the 1998
Plan authorized awards to participants of up to 3,000,000 shares of the

Company's Common Stock, 3,541,539 of which had been granted as of September
28,
2001. The amendment to the 1998 Plan authorized 5,000,000 shares for issuance
under the 1998 Plan. Such shares may be authorized but unissued shares of the
Company's Common Stock or may be shares that the Company has reacquired,
including shares the Company purchases on the open market. If any options or
stock appreciation rights granted under the 1998 Plan expire or are terminated
for any reason without being exercised, or restricted shares or performance
shares are forfeited, the shares of Common Stock underlying that award will
again be available for grant under the 1998 Plan.

ADMINISTRATION OF THE 1998 PLAN

The Compensation Committee will administer and interpret the 1998 Plan. The
Compensation Committee has the sole authority to designate participants, grant
awards and determine the terms of all grants, subject to the terms of the 1998
Plan. The Compensation Committee consists of two or more persons appointed by
the Board of Directors from among its members, the majority of who are "non-
employee directors" as defined by Rule 16b-3 under the Securities Exchange Act
of 1934, and an "outside director" as defined by Section 162(m) of the Internal
Revenue Code and related Treasury regulations. The Compensation Committee has
the full authority to interpret the 1998 Plan and to make rules, regulations,
agreements and instruments for implementing the 1998 Plan. The Compensation
Committee's determinations made under the 1998 Plan are to be conclusive and
binding on all persons having any interest in the 1998 Plan or any awards
granted under the 1998 Plan.

ELIGIBILITY

Grants may be made to any employee of the Company or any of its subsidiaries and
to any non-employee member of the Board of Directors. Key advisors who perform
services for the Company or any of its subsidiaries are eligible if they render
bona fide services, not as part of the offer or sale of securities in a capital-
raising transaction.

OPTIONS

Incentive stock options may be granted to employees, directors and key advisors.
Non-qualified stock options may be granted to employees, key advisors and non-
employee directors. The exercise price of Common Stock underlying an option
shall be determined by the Compensation Committee at the time the option is
granted, and may be equal to, greater than, or less than the fair market value
of such stock on the date the option is granted; provided, that the exercise
price of an incentive stock option shall be equal to or greater than the fair
market value of a share of Common Stock on the date such incentive stock option
is granted, and the exercise price of an incentive stock option granted to an
employee who owns more than 10% of the Common Stock, or who is an officer or
director, may not be less than 110% of such fair market value.

Unless the applicable option agreement provides otherwise, a participant can
exercise an option award after the option has fully vested, by paying the
applicable exercise price in cash, or, with the approval of the Compensation
Committee, by delivering shares of Common Stock owned by the grantee and having
a fair market value on the date of exercise equal to the exercise price of the
grants, or by such other method as the Compensation Committee shall approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board.

Options vest according to the terms and conditions determined by the
Compensation Committee and specified in the grant instrument. The Compensation
Committee will determine the term of each option up to a maximum of ten years
from the date of grant except that the term of an incentive stock option granted
to an employee who owns more than 10% of the Common Stock, or who is an officer
or director, may not exceed five years from the date of grant. The Compensation
Committee may accelerate the exercisability of any or all outstanding options at
any time for any reason.

RESTRICTED STOCK

The Compensation Committee shall determine the number of restricted shares
granted to a participant, subject to the maximum plan limit described above.
Grants of restricted shares will be conditioned on such performance
requirements, vesting provisions, transfer restrictions or other restrictions
and conditions as the Compensation Committee may determine in its sole
discretion. The restrictions shall remain in force during a restriction period
set by the Compensation Committee. If the grantee is no longer employed by the
Company during the restriction period or if any other conditions are not met,
the restricted shares grant will terminate as to all shares covered by the grant
for which the restrictions are still applicable, and those shares must be
immediately returned to the Company.

STOCK APPRECIATION RIGHTS

The Compensation Committee may grant stock appreciation rights (SARs) to any
participant, subject to the maximum plan limit described above. At any time, the
Compensation Committee may grant an SAR award, either separately or in
connection with any option; provided, that if an SAR is granted in connection
with an incentive stock option, it must be granted at the same time that the
underlying option is granted. The Compensation Committee will determine the base
amount of the SAR at the time that it is granted and will establish any
applicable vesting provisions, transfer restrictions or other restrictions as it
may determine is appropriate in its sole discretion. When a participant
exercises an SAR, he or she will receive the amount by which the value of the
stock has appreciated since the SAR was granted, which may be payable to the
participant in cash, shares, or a combination of cash and shares, as determined
by the Compensation Committee.

PERFORMANCE SHARE AWARDS

The Compensation Committee may grant performance share awards to any employee or
key advisor. A performance share award represents the right to receive an amount
based on the value of the Company's Common Stock, but may be payable only if
certain performance goals that are established by the Compensation Committee are
met. If the Compensation Committee determines that the applicable performance
goals have been met, a performance share award will be payable to the
participant in cash, shares or a combination of cash and shares, as determined
by the Compensation Committee.

AMENDMENT AND TERMINATION OF THE 1998 PLAN

The Board may at any time terminate the 1998 Plan. With the express written
consent of an individual Participant, the Board may cancel or reduce or
otherwise alter the outstanding Awards thereunder if, in its judgment, the tax,
accounting, or other effects of the 1998 Plan or potential payouts thereunder
would not be in the best interest of the Company. The Board may, at any time,
or from time to time, amend or suspend and, if suspended, reinstate, the 1998
Plan in whole or in part, provided, however, that without further stockholder
approval the Board shall not:

(a) Increase the maximum number of shares of Stock which may be issued
on exercise of Options, SARs, or pursuant to Restricted Stock
Awards, Phantom Stock Unit Awards, or Performance Share Unit
Awards, except as provided in Section 12;

(b) Change the maximum Option Price;

(d) Extend the termination date of the Plan; or

(e) Change the class of persons eligible to receive Awards under the
Plan.

ADJUSTMENT PROVISIONS

In the event that certain reorganizations of the Company or similar transactions
or events occur, the maximum number of shares of stock available for grant, the
maximum number of shares that any participant in the 1998 Plan may be granted,
the number of shares covered by outstanding grants, the kind of shares issued
under the 1998 Plan and the price per share or the applicable market value of
such grants shall be adjusted by the committee to reflect changes to the
Company's Common Stock as a result of such occurrence to prevent the dilution or
enlargement of rights of any individual under the 1998 Plan.

CHANGE OF CONTROL AND REORGANIZATION

Upon a Change of Control, as defined in the 1998 Plan, the Compensation
Committee may:

. determine that the outstanding grants, whether in the form of options
and stock appreciation rights, shall immediately vest and become
exercisable;

. determine that the restrictions and conditions on all outstanding
restricted stock or performance share awards shall immediately lapse;

. require that grantees surrender their outstanding options and stock
appreciation rights in exchange for payment by the Company, in cash
or Common Stock, in an amount equal to the amount by which the then
fair market value of the shares of Common Stock subject to the
grantee's unexercised options or stock appreciation rights exceeds
the exercise price of those options; and/or

. after giving grantees an opportunity to exercise their outstanding
options and stock appreciation rights, terminate any or all
unexercised options and stock appreciation rights.

Upon a Reorganization, as defined in the 1998 Plan, where the Company is not the
surviving entity or where the Company survives only as a subsidiary of another
entity, unless the Compensation Committee determines otherwise, all outstanding
option or SAR grants shall be assumed by or replaced with comparable options or
rights by the surviving corporation. In addition, the Compensation Committee
may: require that grantees surrender their outstanding options in exchange for
payment by the Company, in cash or Common Stock, at an amount equal to the
amount by which the then fair market value of the shares of Common Stock subject
to the grantee's unexercised options exceeds the exercise price of those
options; and/or after accelerating all vesting and giving grantees an
opportunity to exercise their outstanding options or SARs, terminate any or all
unexercised options and SARs.

FEDERAL TAX CONSEQUENCES

The current federal income tax treatment of grants under the 1998 Plan is
described below. Local and state tax authorities also may tax incentive
compensation awarded under the 1998 Plan. Because of the complexities involved
in the application of tax laws to specific circumstances and the uncertainties
as to possible future changes in those laws, the Company urges participants to
consult their own tax advisors concerning the application of the general
principles discussed below to their own situations and the application of state
and local tax laws.

Incentive Stock Options. In general, neither the grant nor the exercise of an
incentive stock option will result in taxable income to an option holder or a
deduction to the Company. To receive special tax treatment as an incentive stock
option, an option holder must neither dispose of such shares within two years
after the incentive stock option is granted nor within one year after the
exercise of the option. Incentive stock option treatment under the Internal
Revenue Code generally allows the sale of the Company's Common Stock received
upon the exercise of an incentive stock option to result in any gain being
treated as a capital gain to the option holder, but the Company will not be
entitled to a tax deduction. However, the exercise of an incentive stock option,
if the holding period rules described above are satisfied, will give rise to
income includable by the option holder in his or her alternative minimum tax
calculation, in an amount equal to the excess of the fair market value of the
stock acquired on the date of the exercise of the option over the exercise
price.

If the holding rules described above are not satisfied, gain recognized on the
disposition of the shares acquired upon the exercise of an incentive stock
option will be characterized as ordinary income. Such gain will be equal to the
difference between the exercise price and the fair market value of the shares at
the time of exercise. Special rules may apply to disqualifying dispositions
where the amount realized is less than the value at exercise. The Company will
generally be entitled to a deduction equal to the amount of such gain included
by an option holder as ordinary income. Any excess of the amount realized upon
such disposition over the fair market value at exercise will generally be long-
term or short-term capital gain depending on the holding period involved.

Notwithstanding the foregoing, in the event that the exercise of the option is
permitted other than by cash payment of the exercise price, various special tax
rules may apply.

Non-Qualified Stock Options. No income will be recognized by an option holder
at the time a non-qualified stock option is granted. Generally, ordinary income
will, however, be recognized by an option holder at the time a vested non-
qualified stock option is exercised in an amount equal to the excess of the fair
market value of the underlying Common Stock on the exercise date over the
exercise price. The Company will generally be entitled to a deduction for
federal income tax purposes in the same amount. Gain or loss on a subsequent
sale or other disposition of the shares acquired upon the exercise of a vested
non-qualified stock option will be measured by the difference between the amount
realized on the disposition and the tax basis of such shares, and will generally
be long-term capital gain depending on the holding period involved. The tax
basis of the shares acquired upon the exercise of any non-qualified stock option
will be equal to the sum of the exercise price of such non-qualified stock
option and the amount included in income with respect to such option.

Notwithstanding the foregoing, in the event that exercise of the option is
permitted other than by cash payment of the exercise price, various special tax
rules apply.

Restricted Stock. A participant normally will not recognize taxable income upon
the award of a restricted stock grant, and the Company will not be entitled to a
deduction, until the stock is transferable by the participant or no longer
subject to a substantial risk of forfeiture. When the stock is either

transferable or is no longer subject to a substantial risk of forfeiture, the
participant will recognize ordinary compensation income in an amount equal to
the fair market value of the Common Stock at that time, less any consideration
paid by the participant for the shares, and the Company will be entitled to a
deduction in the same amount. A participant may, however, elect under Section
83(b), described below, to recognize ordinary compensation income in the year
the restricted stock grant is awarded in an amount equal to the fair market
value of the Common Stock at that time less any consideration paid by the
participant for the shares, determined without regard to the restrictions. In
such event, the Company generally will be entitled to a corresponding deduction
in the same year. Any gain or loss recognized by the participant upon a
subsequent disposition of the shares will be capital gain or loss. If, after
making the election, any shares subject to a restricted stock grant are
forfeited, or if the market value declines during the restriction period, the
participant is generally not entitled to a tax deduction.

If an 83(b) election were made, there would generally be no tax consequences to
the holder upon the vesting of the stock, and all subsequent appreciation in the
stock would generally be eligible for capital gains treatment. Additional
special tax rules may apply to those option holders who are subject to the rules
set forth in Section 16 of the Securities Exchange Act of 1934.

Stock Appreciation Rights. There are no federal income tax consequences to a
holder or to the Company upon the grant of an SAR. Upon the exercise of an SAR,
the holder will recognize ordinary compensation income in an amount equal to the
cash and the fair market value of any shares of Common Stock received upon
exercise, and the Company generally will be entitled to a corresponding
deduction. Upon the sale of any shares acquired by the exercise of an SAR, a
holder will have a capital gain or loss (long-term or short-term depending upon
the holding period involved) in an amount equal to the difference between the
amount realized upon the sale and the holder's adjusted tax basis in the shares
(the amount of ordinary income recognized by the holder at the time of exercise
of the SAR).

Performance Share Awards. A participant will not recognize any income upon the
grant of a performance share award. At the time the Compensation Committee
determines an amount, if any, to be paid with respect to performance share
awards, the participant will recognize ordinary compensation income in an amount
equal to the cash and the fair market value of any shares of Common Stock paid.
The Company generally will be entitled to a corresponding deduction. Upon the
sale of any shares acquired, a participant will have a capital gain or loss
(long-term or short-term depending upon the holding period involved) in an
amount equal to the difference between the amount realized upon the sale and the
participant's adjusted tax basis in the shares (the amount of ordinary income
recognized by the participant upon payment of the shares).

Tax Withholding. All grants under the 1998 Plan are subject to applicable tax
withholding requirements. The Company has the right to deduct from all grants
paid in cash, or from other wages paid to a participant, any taxes required by
law to be withheld with respect to the grant. If grants are paid in shares of
Common Stock, the Company may require a participant to pay the amount of any
taxes that it is required to withhold or may deduct the amount of withholding
taxes from other wages paid to the participant. If approved by the Compensation
Committee, the income tax withholding obligation with respect to grants paid in
Common Stock may be satisfied by having shares withheld. The Company's
obligations under the 1998 Plan are conditional upon the payment or arrangement
for payment of any required withholding.

Section 162(m). Section 162(m) of the Internal Revenue Code may preclude the
Company from claiming a federal income tax deduction if it pays total
remuneration in excess of $1 million to the chief executive officer or to any of
the other four most highly compensated officers in any one year. Total
remuneration would generally include income recognized pursuant to awards made
under the 1998 Plan. An exception does exist, however, for performance-based
compensation which includes amounts

received upon the exercise of stock options pursuant to a plan approved by
shareholders that meets certain requirements. The 1998 Plan is intended to make
grants of stock options and stock appreciation rights that meet the requirements
of performance-based compensation. Other awards have been structured with the
intent that such awards may qualify as such performance-based compensation if so
determined by the Compensation Committee.

Approval of the amendment to 1998 Plan requires the affirmative vote of a
majority of the total votes cast. As a result, any shares not voted (whether by
abstention, broker non-vote or otherwise) will have no effect on the outcome.

The Board of Directors recommends a vote FOR the amendment to the 1998 Stock
Incentive Plan.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

Report of the Compensation Committee of the Board of Directors on Executive
Compensation

Role of Committee. The Compensation Committee of the Board of Directors (the
"Committee") establishes, oversees and directs the Company's executive
compensation programs and policies and administers the Company's stock option
and long-term incentive plans. The Committee seeks to align executive
compensation with Company objectives and strategies, management programs,
business financial performance and enhanced shareholder value. The Committee
consists of three directors, two of whom are not and have never been an officer
or employee of the Company.

The Committee regularly reviews and approves generally all compensation and
fringe benefit programs of the Company and also reviews and determines the
actual compensation of the Company's executive officers, as well as all stock
option grants, long-term incentive grants and cash incentive awards to all key
employees. All compensation actions taken by the Committee are reported to and
approved by the full Board of Directors. The Committee also reviews and makes
recommendations to the Board of Directors on policies and programs for the
development of management personnel and management structure and organization.
The Committee reviews and administers the Company's 1998 Stock Incentive Plan.
The Committee may from time to time review executive compensation reports
prepared by independent organizations in order to evaluate the appropriateness
of its executive compensation program.

The Committee's objectives include (i) attracting and retaining exceptional
individuals as executive officers and (ii) providing key executives with
motivation to perform to the full extent of their abilities in an effort to
maximize Company performance to deliver enhanced value to the Company's
shareholders. The Committee believes it is important to place a greater
percentage of executive officers' total compensation, principally in the form of
equity, at risk than that of non-executives by tying executive officers'
compensation directly to the performance of the business and value of the Common
Stock. Executive compensation consists primarily of an annual salary, bonuses
linked to the performance of the Company and long-term equity-based
compensation.

Compensation. The annual base salaries of the Company's executive officers are
set at levels designed to attract and retain exceptional individuals by
rewarding them for individual and Company achievements. The Committee reviews
executive officers' salaries annually to adjust such salaries based on each
executive officer's past performance, expected future contributions and the
scope and nature of responsibilities of the executive officer, including changes
in such responsibilities.

The Committee believes that a portion of the executives' compensation should be
tied to the achievement of the Company's goals in order to reward individual
performance and overall Company success. Such targets include the Company's
individual strategic and operating targets and expansion of the Company's
network of partner companies. Additionally, a portion of each officer's bonus is
based on subjective criteria particular to each officer's individual operating
responsibilities.

In addition to salaries and incentive bonuses, the Committee also grants stock
options to executive officers and other key employees of the Company and its
subsidiaries in order to focus the efforts of these employees on the long-term
enhancement of profitability and shareholder value. Awards under these employee
stock option plans may be in the form of options, restricted stock or stock
appreciation rights. Options, which have a fixed exercise price and vest over
periods of up to seven years and have an exercise price equal to the market
value of the Common Stock on the date of grant, were granted to executive
officers and other key employees in 2000.

2000 Chief Executive Officer. The Committee determined the 2000 compensation of
Dr. Ginsberg, Chief Executive Officer, in accordance with the above discussion.
Specifically, the Committee utilized a base salary. The Committee also issued
Dr. Ginsberg stock options which vest over a period of two years.

Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
provides that publicly held companies may not deduct in any taxable year
compensation paid to any of the individuals named in the Summary Compensation
Table in excess of one million dollars that is not "performance-based." To
qualify as "performance-based" compensation, the Committee's discretion to grant
incentive awards must be strictly limited. Grants of stock options and SARs
under our plans generally will meet the requirements of "performance-based
compensation." Restricted stock grants generally will not qualify

as, and performance units may not qualify as, "performance-based compensation."
The Committee believes that the benefit of retaining the ability to exercise
discretion under the Company's incentive compensation plans outweighs the
limited risk of loss of tax deductions under section 162(m). Therefore, because
the 1998 Stock Incentive Plan has been approved by the Company's shareholders,
the Committee does not currently plan to take any action, other than seeking
shareholder approval for the amendment to the 1998 Stock Incentive Plan, to
qualify any of the incentive compensation plans under section 162(m).

COMPENSATION COMMITTEE
Guus van Kesteren, Chairman
Dr. David Ginsberg
Jan Vandamme

EXECUTIVE COMPENSATION

Summary Compensation Table

Long term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All other
And Compen- Stock Lying LTIP Compen-
Principal sation Awards Options Payout sation
Position Year Salary ($) Bonus ($) ($) ($) SARs (#) ($) ($)
-------------------- ----- ---------- --------- -------- ----------- ----------- -------- ----------

David Ginsberg,
CEO/Director 2000 $134,255 $ -0- $ -0- $ -0- 240,000 $ -0- $16,759

Peter Knezevich
CEO/Director 2000 $131,231 $ -0- $ -0- $ -0- -0- $ -0- $ 5,300
1999 $ 84,278 $ -0- $ -0- $ -0- 897,568 $ -0- $ 4,000

Randall Smith
President/Director 2000 $119,831 $ -0- $ -0- $ -0- 336,539 $ -0- $ 6,800
1999 $ 84,278 $ -0- $6,205 $ -0- 732,107 $ -0- $ 4,000

Clifton Middleton
Vice President 2000 $100,899 $ -0- $ -0- $ -0- 252,000 $ -0- $ 3,000
1999 $ 91,358 $ -0- $6,237 $ -0- 534,113 $ -0- $ 3,000

Gene Gordon
Vice President 2000 $115,000 $ -0- $ -0- $ -0- 2,000 $ -0- $ 6,600

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
(a) (b) (c) (d) (e)
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Share) Date
------------------- -------------------- -------------------- -------------------- --------------------

David Ginsberg 200,000 10.8% $ 5.50 12/31/07
David Ginsberg 40,000 2.2% $ 2.61 8/2/05
Peter Knezevich -0- 0.0% -0- n/a
Randall Smith 2,000 0.1% $ 2.50 7/30/09
Clifton Middleton 2,000 0.1% $ 2.50 7/30/09
Gene Gordon 2,000 0.1% $ 2.50 7/30/09

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

(a) (b) (c) (d) (e)

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-money
Options/SARs at Options/SARs at
Shares FY End (#) FY End ($)
Acquired
On Exercise Value
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
----------- -------------- ------------- --------------- ---------------- -------------- ------------------

David -0- $-0- 240,000/ -0- -0- -0-
Ginsberg
Peter -0- $-0- -0- -0- -0- -0-
Knezevich
Randall -0- $-0- 2,000 334,539 -0- -0-
Smith
Clifton -0- $-0- 2,000 250,000 -0- -0-
Middleton
Gene -0- $-0- 2,000 -0- -0- -0-
Gordon

OTHER FORMS OF COMPENSATION

Other than as set forth above the Company does not currently compensate its
officers or other employees through any other programs. The Company offers
health and dental benefits in the regular course of business. There are not
currently any long-term incentive plans in place. The Company is contemplating
the addition of a 401(k) or similar retirement program for both officers and
employees.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of our common stock as of September 28, 2001, with respect to (i) each
person know to us to be the beneficial owner of more than 5% of our common
stock, (ii) each director, (iii) each executive officer named in the summary
Compensation Table, and (iv) all of our directors and officers as a group:

Name and Address (1) # of Shares (2) % of Class
-------------------------------- ----------------- -------------------

David Ginsberg (3) 1,492,423 9.79%
Randall G. Smith (4) 1,100,546 7.22%
Cornelis Wit (5) 229,899 1.51%
Guus van Kesteren (6) 305,001 2.00%
Harold Blue -0- 0%
Jan Vandamme -0- 0%
--------- -----

All Directors and Officers as a
group (7 people) 1,989,962 14.64%
========= =====

(1) The address for each person, unless otherwise noted, is 3250 Mary Street,
Suite 402, Miami, Florida 33133.

(2) In accordance with Rule 13d-3 of the Exchange Act, shares that are not
outstanding, but that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days from September 28,
2001.
(3) Includes 556,667 shares issuable upon the exercise of currently exercisable
stock options, 400,000 shares issuable upon the exercise of stock warrants
and 400,000 shares issuable upon the conversion of the Company's 8% Series
B Preferred Stock.
(4) Includes 132,000 shares issuable upon the exercise of currently exercisable
stock options and 20,000 shares issuable upon the exercise of stock
warrants.
(5) Includes 210,000 shares issuable upon the exercise of currently exercisable
stock options.
(6) Includes 210,000 shares issuable upon the exercise of currently exercisable
stock options and 66,700 shares issuable upon the exercise of currently
exercisable stock warrants.

AUDIT COMMITTEE CHARTER

Role

The primary purpose of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities for management's conduct of the
Company's financial reporting processes.

Memberships and Meetings

The Audit Committee shall be comprised of not less than two members of the Board
of Directors. The Committee's composition will meet the requirements of NASDAQ.
Accordingly, the members of the Audit Committee will be directors:

. None of whom they have any relationship to the Company that may
interfere with the exercise of independence from management and the
Company; and

. All of whom, as determined by the Board of Directors in its business
judgment, are financially literate or will become financially literate
within a reasonable period of time after appointment

to the Committee and at least one of whom, as so determined by the
Board of Directors, has accounting or related financial management
expertise.

The Audit Committee will establish its meeting schedule, including executive
sessions with management, internal audit staff and the outside auditors.

Responsibilities

The Company's management is responsible for preparing the Company's financial
statements and the outside auditors are responsible for auditing the financial
statements. Additionally, the Company's financial management including the
internal audit staff, as well as the outside auditors, have more time, knowledge
and more detailed information of the Company than does the Audit Committee.
Consequently, the Committee's role is one of oversight and it does not provide
any expert assurance or certification as to the Company's financial statements
or the work of the outside auditors or that of the internal audit staff.
However, the outside auditor and the director of internal audit are ultimately
accountable to the Board of Directors and the Audit Committee.

The following functions are the common recurring activities of the Audit
Committee in carrying out its oversight function:

. The Audit Committee will review and discuss with management the audited
financial statements.

. The Audit Committee will discuss with the outside auditors the matters
required to be discussed by the Statement of Auditing Standards No. 61.

. The Audit Committee will:
. Annually request from the outside auditors. a formal written
statement delineating all relationships between the auditor and
the Company consistent with Independence Standards Board No. 1 and
Rule 2-01 of Regulation S-X;
. Discuss with the outside auditors any such disclosed relationships
and their impact on the outside auditor's independence;
. Consider whether the provision of services by the auditor of the
type required to be disclosed pursuant to Item 9 of Schedule 14A
under the Securities Exchange Act of 1934 is compatible with
maintaining the auditor's independence;
. Recommend that the Board of Directors take appropriate action in
response to the outside auditor's report to satisfy itself of the
auditor's independence.

. The Audit Committee, based on the above review and discussions, will
make a recommendation to the Board of Directors as to the inclusion of
the Company's audited financial statements in the Company's Annual
Report to the Securities and Exchange Commission on Form 10-K.

. The Audit Committee, subject to any action that may be taken by the
Board of Directors, will have the ultimate authority and responsibility
to select, evaluate and, where appropriate, replace the outside
auditor.

. The Audit Committee will review the adequacy of this Charter on an
annual basis and recommend any changes believed to be appropriate to
the Board of Directors.

OmniComm Systems, Inc. Audit Committee Report

The Audit Committee of the OmniComm Systems, Inc. Board of Directors (the
Committee) is composed of two directors and operates under a written charter
adopted by the Board of Directors. The members of the Committee are Randall G.
Smith and Cornelis F. Wit. The Committee recommends to the Board of Directors,
subject to stockholder ratification, the selection of the Corporation's
independent accountants.

Management is responsible for the Corporation's internal controls and the
financial reporting process. The independent accountants are responsible for
the performing an independent audit of the Corporations consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee
these processes.

In this context, the Committee has met and held discussions with management and
the independent accountants. Management represented to the Committee that the
Corporation's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

The Corporation's independent accountants also provided the Committee the
written disclosures required by Independent Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.

Based upon the Committee's discussion with management and the independent
accountants and the Committee's review of the representation of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 2000 filed with the Securities and Exchange Commission.

Fees Paid to Independent Accountants

The Securities and Exchange Commission's Final Rule on Auditor Independence
requires that the Company make the following disclosures regarding the amount of
-----------
fees billed by its independent auditors and the nature of the work for which
these fees were billed:

Audit Fees

Aggregate fees and expenses incurred for Greenberg & Company, LLC's audit of the
---
Company's annual financial statements for the year ended December 31, 2000 and
------- -----------------
for it reviews of the financial statements included in the Company's Forms 10-
-----------
QSB for year ended December 31, 2000 totaled $42,500. Of this amount, $18,000
-----------------
had been billed as of December 31, 2000. The balance of the fees was billed
-----------------
prior to the date of this Proxy Statement.

Financial Information Systems Design and Implementation Fees

There were no fees billed for any financial information systems design and
implementation services rendered by Greenberg & Company, LLC for the year ended
December 31, 2000.
-----------------

All Other Fees

Aggregate fees for all other services provided by Greenberg & Company, LLC for
the year ended December 31, 2000 totaled $7,245. Of this amount, $4,250 had been
-----------------
billed as of December 31, 2000.

Randall G. Smith
Cornelis F. Wit

ROLES OF BOARD COMMITTEES
OMNICOMM SYSTEMS, INC.
2000 PROXY STATEMENT

AUDIT COMMITTEE

[_] Reviews the performance and recommends the appointment of the
Company's independent accountants;
[_] Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;
[_] Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;
[_] Reviews the objectivity, effectiveness and resources of the internal
audit function, which reports directly to the Committee;
[_] Confers independently with the internal auditors and the independent
accountants;
[_] Reviews the audited financial statements to be included in the annual
report;
[_] Reviews non-audit services to be performed by the independent
accountants and all relationships the independent accountants have
with the Company; and
[_] Determines the appropriateness of fees for audit and non-audit
services performed by the independent accountants.

COMPENSATION AND ORGANIZATION COMMITTEE

[_] Develops and recommends to the Board an annual performance evaluation
of the Chief Executive Officer;
[_] Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;
[_] Reviews and approves the salaries and incentive compensation for all
corporate officers and senior executives;
[_] Reviews and approves the short-term incentive compensation programs,
including the performance goals;
[_] Reviews the salary structure and the apportionment of compensation
among salary and short-term and long term incentive compensation;
[_] Reviews and approves the incentive compensation to be allocated to
employees;
[_] Reviews and recommends to the Board significant changes in the design
of employee benefit plans;
[_] Reviews, prior to becoming effective, any major organization change
that the Chief Executive Officer intends to implement; and,
[_] Reviews executive organization and principal programs for executive
development, and annually reports to the Board on management
development and succession planning.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Cornelis Wit, a Director of the Company, is also currently a consultant to
Noesis Capital Corp and served as President of Corporate Finance from March 1995
to September 2000. Noesis Capital Corp. has served as placement agent for the
Company on three private placements of securities.

On December 16, 1999, the Company entered into a consulting agreement
("Agreement") with Guus van Kesteren and Cornelis F. Wit both of whom are
directors of the Company. The Agreement provides for compensation to be paid to
van Kesteren and Wit in the event sales leads or contacts developed by van
Kesteren and Wit result in sales of the Company's TrialMaster(tm) system.

On July 18, 2000 the Company borrowed $50,000 from Guus van Kesteren a Director
of the Company. The promissory note carried an interest rate of 12% per annum
and had a maturity date of September 30, 2000. In addition, the Company granted
Mr. van Kesteren an option to purchase 20,000 shares of the Company's common
stock at a price of $2.25. At the Company's request Mr. van Kesteren elected to
convert the promissory note as part of a private placement of debt of the
Company. The private placement debt will accrue interest at 12% per annum and is
convertible into common stock of the Company at a rate of $0.50 per share on
January 31, 2002.

On August 17, 2000 the Company borrowed $100,000 from Noesis N.V. a shareholder
of the Company. The promissory note carried an interest rate of 8% per annum and
had a maturity date of January 1, 2001. At the Company's request Noesis elected
to convert the promissory note as part of a private placement of debt of the
Company. The private placement debt will accrue interest at 12% per annum and is
convertible into common stock of the Company at a rate of $0.50 per share on
January 31, 2002.

On October 26, 2000 the Company borrowed $250,000 from Profrigo N.V. a
shareholder of the Company. The promissory note carried an interest rate of 5%
per annum and had a maturity date of January 1, 2001. At the Company's request
Profrigo elected to convert the promissory note as part of a private placement
of debt of the Company. The private placement debt will accrue interest at 12%
per annum and is convertible into common stock of the Company at a rate of $0.50
per share on January 31, 2002.

On November 22, 2000 the Company borrowed $150,000 from Profrigo, N.V, a
shareholder of the Company. The promissory note carries an interest rate of 18%
per annum and has a maturity date of January 15, 2001. In addition, the Company
granted Profrigo an option to purchase 150,000 shares of the Company's common
stock at a price of $0.75. The promissory note was amended and restated on
August 31, 2001 with new terms which include an interest rate of 8% per annum.
One half (1/2) of the principal is payable upon the closing of any financing by
the Company resulting in gross proceeds in excess of $2,000,000, and the balance
of the principal together with accrued interest shall be paid no later than
August 31, 2003.

On December 22, 2000 the Company borrowed $60,000 from Guus van Kesteren a
Director of the Company. The promissory note carried an interest rate of 5% per
annum and had a maturity date of January 1, 2001. At the Company's request Mr.
van Kesteren elected to convert the promissory note as part of a private
placement of debt of the Company. The private placement debt will accrue
interest at

12% per annum and is convertible into common stock of the Company at a rate of
$0.50 per share on January 31, 2002.

On December 22, 2000 the Company borrowed $50,000 from Profrigo N.V. a
shareholder of the Company. The promissory note carried an interest rate of 5%
per annum and had a maturity date of January 1, 2001. At the Company's request
Profrigo elected to convert the promissory note as part of a private placement
of debt of the Company. The private placement debt will accrue interest at 12%
per annum and is convertible into common stock of the Company at a rate of $0.50
per share on January 31, 2002.

On February 20, 2001 the Company borrowed $60,000 from Guus van Kesteren a
Director of the Company. The promissory note carries an interest rate of 12% per
annum and has a maturity date of August 20, 2001. In addition, the Company
granted Mr. van Kesteren an option to purchase 20,000 shares of the Company's
common stock at a price of $0.50. The promissory note was amended and restated
on August 31, 2001 with new terms which include an interest rate of 8% per
annum. One half (1/2) of the principal is payable upon the closing of any
financing by the Company resulting in gross proceeds in excess of $2,000,000,
and the balance of the principal together with accrued interest shall be paid no
later than August 31, 2003.

On March 19, 2001 the Company borrowed $100,000 from Profrigo N.V a shareholder
of the Company. The promissory note carries an interest rate of 12% per annum
and has a maturity date of September 19, 2001. The promissory note was amended
and restated on August 31, 2001 with new terms that include an interest rate of
8% per annum. One half (1/2) of the principal is payable upon the closing of any
financing by the Company resulting in gross proceeds in excess of $2,000,000,
and the balance of the principal together with accrued interest shall be paid no
later than August 31, 2003.

On April 24, 2001 the Company borrowed $20,000 from Guus van Kesteren a Director
of the Company. The promissory note carries an interest rate of 12% per annum
and has a maturity date of August 26, 2001. In addition, the Company granted Mr.
van Kesteren an option to purchase 6,700 shares of the Company's common stock at
a price of $0.30. The promissory note was amended and restated on August 31,
2001 with new terms that include an interest rate of 8% per annum. One half
(1/2) of the principal is payable upon the closing of any financing by the
Company resulting in gross proceeds in excess of $2,000,000, and the balance of
the principal together with accrued interest shall be paid no later than August
31, 2003.

On June 22, 2001 the Company borrowed $25,000 from Guus van Kesteren a Director
of the Company. The promissory note carries an interest rate of 12% per annum
and has a maturity date of December 22, 2001. The note was converted as part of
a private placement of the Company's Series B Preferred Stock which was
consummated on August 31, 2001. The preferred stock carries an 8% annual
dividend and is convertible into shares of the Company's Common Stock at a price
of $0.25 per share.

On June 22, 2001 the Company borrowed $25,000 from Cornelis Wit a Director of
the Company. The promissory note carries an interest rate of 12% per annum and
has a maturity date of December 22, 2001. The note was converted as part of a
private placement of the Company's Series B Preferred Stock which was
consummated on August 31, 2001. The preferred stock carries an 8% annual
dividend and is convertible into shares of the Company's Common Stock at a price
of $0.25 per share.

On July 5, 2001 the Company borrowed $100,000 from Guus van Kesteren a Director
of the Company. The promissory note carries an interest rate of 12% per annum
and has a maturity date of July 1, 2002. In addition, the Company granted Mr.
van Kesteren an option to purchase 6,700 shares of the Company's common stock at
a price of $0.30. The promissory note was amended and restated on August 31,
2001 with new terms that include an interest rate of 8% per annum. One half
(1/2) of the principal is payable upon the closing of any financing by the
Company resulting in gross proceeds in excess of $2,000,000, and the balance of
the principal together with accrued interest shall be paid no later than August
31, 2003.

On July 17, 2001 the Company borrowed $10,000 from Guus van Kesteren a Director
of the Company. The promissory note carries an interest rate of 12% per annum
and has a maturity date of January 1, 2002. In addition, the Company granted
Mr. van Kesteren an option to purchase 6,700 shares of the Company's common
stock at a price of $0.30. The promissory note was amended and restated on
August 31, 2001 with new terms that include an interest rate of 8% per annum.
One half (1/2) of the principal is payable upon the closing of any financing by
the Company resulting in gross proceeds in excess of $2,000,000, and the balance
of the principal together with accrued interest shall be paid no later than
August 31, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The rules of the Securities and Exchange Commission require the Company to
disclose late filings of stock transaction reports by its executive officers and
directors. Based solely on a review of reports filed by the Company on these
individuals' behalf and written representations from them that no other reports
were required, all Section 16(a) filing requirements have been met during fiscal
year 2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee makes all compensation decisions. Messrs. Ginsberg,
Vandamme, and van Kesteren serve as the members of the Compensation Committee.
None of our other executive officers, directors or Compensation Committee
members currently serve, or have in the past served, on the compensation
committee of any other company whose directors and executive officers have
served on the Company's Compensation Committee.

ADDITIONAL INFORMATION

Accompanying this proxy statement is a copy of the Company's annual report,
-----------
which includes a copy of the Annual Report on Form 10-K. Additional copies of

the Company's Annual Report on Form 10-K may be obtained from the Company upon
-----------
written request.

FINANCIAL STATEMENTS

The Company's Quarterly Report on Form 10-QSB dated June 30, 2001 is hereby
incorporated by reference herein.

SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Shareholders wishing to have a proposal included in the Board of Directors' 2001
Proxy Statement must submit the proposal so that the Secretary of the Company
receives it no later than December 31, 2001 at the Company's principal executive
offices located at 3250 Mary Street, Suite 402, Miami, Florida, 33133. The
Securities and Exchange Commission rules set forth standards as to what
shareholder proposals are required to be included in a proxy statement. The
Company's By-Laws set forth certain informational requirements for shareholders'
nominations of directors and proposals.

OTHER BUSINESS

The Company is not aware of any other matters that will be presented for
shareholder action at the Annual Meeting. If other matters are properly
introduced, the person named in the accompanying proxy will vote the shares they
represent in accordance with their judgment.

By Order of the Board of Directors

/s/ Randall G. Smith

Randall G. Smith
Secretary

September 28, 2001

OMNICOMM SYSTEMS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of OMNICOMM
SYSTEMS, INC., a Delaware corporation, does hereby constitute and appoint DAVID
GINSBERG, D.O., RANDALL G. SMITH and RONALD T. LINARES, or any one of them, with
full power to act alone and to designate substitutes, the true and lawful
attorneys and proxies of the undersigned for and in the name and stead of the
undersigned, to vote all shares of Common Stock of Omnicomm Systems, Inc. which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held at Comfort Suites, 2540 Davie Road, Davie,
Florida 33317, on November 16, 2001 at 9 a.m., and at any and all adjournments
and postponements thereof, as follows:

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.

Please mark your vote as indicated in this example [X]

ITEM 1. ELECTION OF DIRECTORS
VOTE FOR ALL* WITHHELD FOR ALL
[_] [_]
Nominees:
David Ginsberg, D.O.
Randall G. Smith
Cornelis F. Wit
Guus van Kesteren
Harold Blue

* To withhold authority to vote for one or more nominee(s), write the name(s) of
the nominee(s) below:

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

ITEM 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS

FOR AGAINST ABSTAIN
[_] [_] [_]

ITEM 3. PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK

FOR AGAINST ABSTAIN
[_] [_] [_]

ITEM 4. AMENDMENT OF 1998 EQUITY COMPENSATION PLAN

FOR AGAINST ABSTAIN
[_] [_] [_]

ITEM 5. OTHER MATTERS

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or at any adjournments thereof.

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1,
2, 3 AND 4 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 5. NOTE:
PLEASE DATE THIS PROXY, SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON, AND RETURN
PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.

Signature(s) ___________________________________________ Date _____________

Print Name: ___________________________________________

Signature(s) ___________________________________________ Date _____________

Print Name:____________________________________________

Your Name Must Be Printed Where Indicated. If We Can Not Read Your Signature
Your Vote Will Not Be Counted