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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

NON-INVASIVE MONITORING SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if 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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

NON-INVASIVE MONITORING SYSTEMS, INC.
1666 Kennedy Causeway Avenue, Suite 400
North Bay Village, FL 32341
(305) 861-0075

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 29, 2002

The Annual Meeting of Shareholders (the "Annual Meeting") of Non-Invasive
Monitoring Systems, Inc., a Florida corporation (the "Company"), will be held at
3:00 p.m., local time, on Wednesday, May 29, 2002 at the Company's office
located at 1666 Kennedy Causeway Avenue, Suite 400, North Bay Village, FL 32341
for the following purposes:

(1) To elect eight members of the Board of Directors to serve staggered
six year terms of office, subject to an amendment of the Company's Articles of
Incorporation as provided in Proposal 2; Class One Directors to serve for two
years and then for periods of six years, Class Two Directors to serve for four
years and then for periods of six years, and Class Three Directors to serve for
six years and then for periods of six years, until the appropriate Annual
Meeting of Shareholders, or solicitation of written consents in place of the
Annual Meeting, at which each such term expires and until their successors have
been elected and qualified;

(2) To approve an amendment to the Company's Articles of Incorporation,
as amended, to set the number of directors at eight and to provide for a
staggered Board of Directors which would divide the Company's Board into three
classes; Class One with two directors, Class Two with two directors, and Class
three with four directors, each serving staggered terms of office of six years.

(3) To ratify the appointment of Gerson, Preston & Company, P.A., as the
Company's independent certified public accountants for the fiscal year ending
July 31, 2002; and

(4) To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.

The Board of Directors has fixed the close of business on April 19, 2002,
as the record date for determining those Shareholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors

North Bay Village, Florida
______________, 2002 MARVIN A. SACKNER
CHAIRMAN OF THE BOARD

THE BOARD OF DIRECTORS REQUESTS THAT YOU COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY. YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON. THE RETURN OF THE ENCLOSED PROXY CARD WILL NOT AFFECT YOUR
RIGHT TO REVOKE YOUR PROXY OR TO VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL
MEETING.

NON-INVASIVE MONITORING SYSTEMS, INC.
1666 Kennedy Causeway Avenue, Suite 400
North Bay Village, FL 32341
(305) 861-0075

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Non-Invasive Monitoring Systems, Inc., a Florida
corporation (the "Company"), of proxies from the holders of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), for use at the Annual
Meeting of Shareholders of the Company for the year ended July 31, 2001, to be
held at 3:00 p.m., local time, on Wednesday, May 29, 2002 at 1666 Kennedy
Causeway Avenue, Suite 400, North Bay Village, FL 32341 and at any adjournment
thereof (the "Annual Meeting"), pursuant to the enclosed Notice of Annual
Meeting of Shareholders.

The approximate date that this Proxy Statement and the enclosed form of
proxy are first being sent to Shareholders is May 6, 2002. Shareholders should
review the information provided herein in conjunction with the Company's Annual
Report, and the Company's Quarterly Report on Form 10-QSB for January 31, 2002,
which accompanies this Proxy Statement. The Company's principal executive
offices are located at 1666 Kennedy Causeway Avenue, Suite 400, North Bay
Village, FL 32341, and its telephone number is (305) 861-0075.

INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of the Company's Board of
Directors. Shareholders who hold their shares through an intermediary must
provide instructions on voting as requested by their bank or broker. The giving
of a proxy does not preclude the right to vote in person should any Shareholder
giving the proxy so desire. Shareholders have an unconditional right to revoke
their proxy at any time prior to the exercise thereof, either in person at the
Annual Meeting or by filing a written revocation or duly executed proxy bearing
a later date with the Company's Secretary at the Company's executive office;
however, no such revocation will be effective until written notice of the
revocation is received by the Company at or prior to the Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy will be borne by
the Company. In addition to the use of the mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting proxies other than their regular
salaries. The Company may request banks, brokers and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their principals and
to request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in so doing.

PURPOSE OF THE MEETING

At the Annual Meeting, the Company's Shareholders will consider and vote
upon the following matters:

(3) To ratify the appointment of Gerson, Preston & Company, P.A., as the
Company's independent certified public accountants for the fiscal year ending
July 31, 2002; and

(4) To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.

Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted (a) FOR the election of each of the eight nominees for director
named below, (b) FOR the amendment to the Company's Articles of Incorporation,
and (c) FOR the proposal to ratify the appointment of Gerson, Preston & Company,
P.A. as the Company's independent certified public accountants for the fiscal
year ending July 31, 2002. In the event a Shareholder specifies a different
choice by means of the enclosed proxy, such Shareholder's shares will be voted
in accordance with the specification so made.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors has set the close of business on April 19, 2002 as
the record date (the "Record Date") for determining Shareholders of the Company
entitled to receive notice of and to vote at the Annual Meeting. As of the
Record Date, there were 26,350,000 shares of Common Stock issued and
outstanding, all of which are entitled to be voted at the Annual Meeting. Each
share of Common Stock is entitled to one vote on each matter submitted to
Shareholders for approval at the Annual Meeting.

The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding on the Record Date will constitute
a quorum for purposes of the Annual Meeting. If less than a majority of the
outstanding shares of Common Stock are represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting from time
to time without further notice. A plurality of the votes cast by holders of the
Common Stock will be required for the election of directors. The approval of the
amendment of the Company's Articles of Incorporation and the appointment of
Gerson, Preston & Company, P.A., as the Company's independent certified public
accountants for the fiscal year ending July 31, 2002, will be approved if the
number of shares of Common Stock voted in favor of ratification exceeds the
number of shares voted against it. Any other matter properly brought before the
Annual Meeting will be approved if the number of shares of Common Stock voted in
favor of the matter exceeds the number of shares voted against, unless such
matter is one for which a greater vote is required by law. Abstentions and
broker non-votes will be counted as shares present at the Annual Meeting for
purposes of determining a quorum. With respect to the outcome of any matter
brought before the Annual Meeting (i) abstentions will be considered as shares
present and entitled to vote at the Annual Meeting, but will not be counted as
votes cast for or against any given matter and (ii) broker non-votes will not be
considered shares present and entitled to vote. Because Directors will be
elected by a plurality of the votes cast at the Annual Meeting and the other
matters to be acted upon at the Annual Meeting will be approved if the number of
votes cast in favor of the matter exceeds the number of votes cast against it,
abstentions and broker non-votes will have no effect on the outcome of the
proposals to be voted upon at the Annual Meeting.

Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the Annual Meeting. Such inspector(s) shall determine
the number of shares of Common Stock represented at the Annual Meeting, the
existence of a quorum, and the validity and effect of proxies, and shall
receive, count, and tabulate ballots and votes, and determine the results
thereof.

A list of Shareholders entitled to vote at the Annual Meeting will be
available for examination by any Shareholder at the Company's principal
executive office in the United States for a period of 10 days prior to the
Annual Meeting, and at the Annual Meeting itself.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
Common Stock, Series C Convertible Preferred Stock and the Company's voting
securities beneficially owned on April 19, 2002, by (i) each person who is known
by the Company to own beneficially or exercise voting or dispositive control
over 5% or more of the Company's Common Stock, (ii) each of the Company's
Directors and Prospective Directors and (iii) all executive officers and
Directors as a group:

Name and Address No. of Shares of Percentage No. of Shares of Percentage No. of Shares of Percentage of
Common Stock of Series C of Class (3) Voting Securities Beneficial
Beneficially Beneficial Convertible Beneficially Ownership (4)
Owned (1) Ownership Preferred Stock Owned (1)
(2) Beneficially Owned
(1)

Marvin A. Sackner, M.D. 12,383,204(5) 36% 36,855.92 59.4% 12,420,059.92(5) 36.2%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Allan F. Brack 590,000(6) 1.7% * * 590,000(6) 1.7%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Morton J. Robinson, M.D, 646,991(7) 1.9% 1,073.19(3) 1.7% 648,064.19(7) 1.9%
M.D.
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Taffy Gould 765,000(8) 2.2% * * 765,000(8) 2.2%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Andrew M. Smulian 402,500(9) 1.2% 402,500(9) 1.2%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Gerard Kaiser, M.D. 196,541(10) * 75.00(10) * 196,616(10) *
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Stanley C. Sackner, D.O. 239,989(11) * 1,198.19(11) 1.9% 241,187.19(11) *
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Robert Moss * * * * * *
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

Leila Kight 1,500,000(12) 4.4% 1,500,000(12) 4.4%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

John G. Clawson 375,000(13) 1.1% 375,000(13) 1.1%
1666 Kennedy Causeway
Avenue, Suite 400
North Bay Village, FL 32341

All executive officers 17,114,225 49.9% 39,202.30 63.1% 17,153,427.37 49.9%
and directors and
proposed directors as a
group (10 persons)

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* Less than 1%
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon exercise
of option and warrants. Each beneficial owner's percentage ownership is
determined by assuming that option and warrants that are held by such
person (but not those held by any other person) and that are exercisable
within 60 days from the date hereof have been exercised.
(2) Based on 34,281,392 shares of Common Stock, consisting of 29,514,726 shares
of Common Stock issued and outstanding as of April 19, 2002 and 4,766,666
shares of Common Stock that can be acquired within 60 days from the date
hereof upon exercise of options by the holder.
(3) Based on 62,048 Series C Convertible Preferred Stock issued and
outstanding, as of April 19, 2002.
(4) Based on 34,343,540 shares of voting securities consisting of 29,514,726
shares of Common Stock, 62,048 Series C Convertible Preferred Stock, 100
shares of Series B Preferred Stock issued and outstanding and 4,766,666
shares of Common Stock that can be acquired within 60 days from the date
hereof upon exercise of options by the holder. Holders of Series C
Preferred Stock are entitled to vote together with the holders of shares of
Common Stock and Series B Preferred Stock on a share-for-share basis as a
single class, on all matters except as otherwise required by law.

(5) Represents securities held by Dr. Marvin A. Sackner and Ruth Sackner, his
spouse and includes options to purchase 765,000 shares of Common Stock.
(6) Includes options to purchase 325,000 shares of Common Stock. Does not
include options to purchase 200,000 shares of Common Stock that have not
vested.
(7) Includes securities held jointly by Dr. Robinson and his spouse and by a
pension plan established in connection with Dr. Robinson's medical
practice and includes options to purchase 162,500 shares of Common Stock.
Does not include securities held by trust established for the benefit of
Dr. Robinson's children, in which securities he disclaims beneficial
ownership.
(8) Includes options to purchase 265,000 shares of Common Stock. Does not
include shares of Common Stock and options to purchase Common Stock held
by family members.
(9) Represents securities held by Andrew Smulian or Rona Marks Smulian, his
spouse and includes options to purchase 140,000 shares of Common Stock.
(10) Includes shares of Common Stock held by Dr. Kaiser's spouse and includes
options to purchase 100,000 shares of Common Stock.
(11) Includes shares of Common Stock held by a pension plan established in
connection with Dr. Stanley Sackner's medical practice and securities held
jointly by Dr. Sackner and his spouse and includes options to purchase
50,000 shares of Common Stock.
(12) Represents securities held by Leila Kight and John Ballou and includes
options to purchase 500,000 shares of Common Stock.
(13) Includes options to purchase 125,000 shares of Common Stock.

PROPOSAL 1 - ELECTION OF DIRECTORS

At the Annual Meeting, eight members of the Board of Directors are to be
elected to serve staggered six year terms of office, subject to an amendment of
the Company's Articles of Incorporation as provided in Proposal 2; Class One
Directors to serve for two years and then for periods of six years, Class Two
Directors to serve for four years and then for periods of six years, and Class
Three Directors to serve for six years and then for periods of six years, until
the appropriate Annual Meeting of Shareholders, or solicitation of written
consents in place of the Annual Meeting, at which each such term expires and
until their successors have been elected and qualified;

The Board of Directors has nominated the following persons as Class One
Directors:

Andrew M. Smulian Gerard Kaiser, M.D.

Each nominee for Class One Director is currently a member of the Board of
Directors.

The Board of Directors has nominated the following persons as Class Two
Directors:

Leila Kight John G. Clawson

Each nominee for Class Two Director is not currently a member of the Board of
Directors.

The Board of Directors has nominated the following persons as Class Three
Directors:

Marvin A. Sackner Allan F. Brack Morton J. Robinson, M.D, M.D Taffy Gould

Each nominee for Class Three director is currently a member of the Board of
Directors.

Information concerning each of the nominees is set forth below. The
persons named in the enclosed proxy card have advised that, unless otherwise
directed on the proxy card, they intend to vote FOR the election of the
nominees. Should any nominee become unable or unwilling to accept nomination or
election for any reason, persons named in the enclosed proxy card may vote for a
substitute nominee designated by the Board of Directors. The Company has no
reason to believe the nominees named will be unable or unwilling to serve if
elected.

The current and proposed Directors and executive officers of the Company are as
follows:

Name Age Position

Marvin A. Sackner, M.D. 70 Chairman of the Board
Allan F. Brack 58 Chief Executive Officer and Director
Morton J. Robinson, M.D. 70 Secretary and Director
Taffy Gould Director, Vice President of the
Board
Leila Kight 55 Proposed Director
John G. Clawson 74 Proposed Director
Gerard Kaiser, M.D. 70 Director
Andrew M. Smulian 56 Director
Stanley C. Sackner, D.O. 66 Director *
Robert Moss 56 Director *

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* Not standing for re-election.

MARVIN A. SACKNER, M.D., was elected as Chairman of the Board, Chief
Executive Officer and Director with the Company in November 1989. Dr. Sackner
resigned as Chief Executive Officer in May 2001 when Allan F. Brack was
appointed as the Chief Executive Officer. Dr. Sackner co-founded predecessor to
the Company in 1977 and was the Chairman of the Board from 1981 until October
1989. From 1974 until October 1991, Dr. Sackner was the Director of Medical
Services at Mount Sinai in Miami Beach, Florida. From 1973 to 1986, Dr. Sackner
was the President of the American Thoracic Society. Dr. Sackner was the
Chairman of the Pulmonary Disease Subspecialty Examining Board of the American
Board of Internal Medicine from 1977 to 1980. He also currently serves as
Medical Director and member of the Board of Directors of VivoMetrics, Inc.

ALLAN F. BRACK was elected a Director of the Company in May 2001 and
serves as the Company's Chief Executive Officer. Currently and for over five
years, Mr. Brack has been a member of the Board of Directors of Medical Insight
Ltd., a medical distribution management company based in Singapore, Global
Software Solutions Inc, a Florida software outsourcing company, General Sensors
Inc, a software and hardware contract outsourcing company, and Bangalore
Software (PTY) Ltd., software development company. From 1995 to 1996, Mr. Brack
was a member of the Board of Directors of Swemac AB, a Linkopping, Sweden,
manufacturer of orthopedic implants.

MORTON J. ROBINSON, M.D, M.D. was elected a Director of the Company in
November 1989. Dr. Robinson was appointed Secretary of the Board in August
2001. Dr. Robinson is Director of the Department of Pathology and Laboratory
Medicine at Mount Sinai Medical Center, Miami Beach.

TAFFY GOULD was elected a Director of the Company in December, 2000 and
Vice Chairman of the Board of Directors in April, 2002. From 1977 to December,
2000, she was the President of Housing Engineers of Florida, Inc., a Florida
real estate management company. In December, 2000, she founded and is a managing
member of GlobalTechnologyAgents.com, LLC, a Florida limited liability company
which advises technology companies and end-users in the business, academic, and
medical spheres, worldwide.

GERARD KAISER, M.D. was elected a Director of the Company in November
1989. Since 1971, he has been at the University of Miami School of Medicine and
currently serves as Deputy Dean for Clinical Affairs. He also serves as Senior
Vice President for Medical Affairs at Jackson Memorial Hospital.

ANDREW M. SMULIAN was elected as a Director of the Company in December,
2000. He is a Shareholder in Akerman, Senterfitt & Eidson, P.A. and practices
real estate and banking and finance law.

LEILA KIGHT is nominated as a director. From January 1, 1975, Ms. Kight
was the owner and chief executive officer of

Washington Researchers, Ltd, a District of Columbia corporation. Since January,
1999, Ms. Kight has been semi-retired.

JOHN G. CLAWSON is nominated as a director. From 1975 to 1993, Mr. Clawson
served as Chief Executive Officer of Hill Rom, Inc. From 1994 to the date
hereof, Mr. Clawson serves as the Chairman of the Board of Endocyte, Inc., a
Delaware corporation.

STANLEY C. SACKNER, D.O. was elected a Director of the Company in November
1989. Dr. Sackner is on honorary staff of the Department of Anesthesiology at
Memorial Hospital in Union, New Jersey. Dr. Stanley C. Sackner is Marvin A.
Sackner's brother. Mr. Sackner will not be standing for re-election.

ROBERT MOSS was appointed as a Director of the Company in December, 2000.
He is the Chairman and Chief Executive Officer of Mahler Company, Inc., an
international consulting firm that conducts advanced management training
programs for executives worldwide. Mr. Moss will not be standing for re-
election.

DIRECTOR COMPENSATION

Each Director of the Company is granted stock options annually for their
service to the Board of Directors. Directors may also be reimbursed for travel
and other expenses incurred in connection with their activities as Directors of
the Company.

MEETING OF THE BOARD OF DIRECTORS AND COMMITTEES

Previously the Company had an Audit and Legal Committee consisting of
Edward Shapiro, Gerard Kaiser and Ruth Sackner and a Compensation and a Stock
Option Review Committee consisting of Marvin A. Sackner and Morton J. Robinson,
M.D. Currently, the Company has an Executive Committee consisting of Marvin A.
Sackner, Allan F. Brack, Morton J. Robinson, M.D and Taffy Gould, with such
Committee acting as Audit and Legal Committee as well as Compensation and a
Stock Option Review Committee. There are no other committees of the Board of
Directors. The Board of Directors met 4 times in fiscal 2001, one time by
written consent.

One of the principal functions of the Executive Committee acting as the
Company's Audit Committee is to recommend the annual appointment of the
Company's independent auditors, to consult and review with the Company's
auditors concerning the scope of the audit and the results of their examination,
to review and approve any material accounting policy changes affecting the
Company's operating results and to review the Company's internal control
procedures. The Executive Committee, acting as the Compensation and Stock Option
Review Committee, reviews and recommends compensation and benefits for the
executives and key employees of the Company as well as administer and interpret
the Company's Stock Option Plan and are authorized to grant options pursuant to
the terms of such plans.

SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company directors and executive officers, and persons who own more than
ten percent (10%) of the Company's outstanding Common Stock, file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by the Commission to furnish the Company with copies of all such
reports they file.

Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, during the year ended July 31, 2001, all Section 16(a)
filing requirements applicable to its officers, directors and greater then ten
percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

The following compensation table sets forth, for the fiscal years ending
July 31, 1999, 2000, and 2001, the cash and certain other compensation paid by
the Company to the Company's Chief Executive Officer ("CEO"). No other current
executive officer had an annual salary and bonus in excess of $100,000 during
either of such fiscal years:

Annual Compensation
Name and Principal Position Year Salary ($)

Marvin A. Sackner 1999 $ 85,000
Chairman of the Board, 2000 $ 95,000
Chief Executive Officer (during 1999, 2001 $ 95,000
2000, 2001 until April, 2001, See "Employment
Agreements")

Allan F. Brack 2001 $135,000
Chief Executive Officer (May 2001 to
present)

EMPLOYMENT AGREEMENTS

On April 19, 2002, the Executive Committee approved a six year employment
agreement for Marvin A. Sackner which provides for an annual salary of $99,000
with a severance package consisting of the remainder of his base salary and
Common Stock, such severance to be paid upon specific change of circumstances
including a change of control of the Company, removal of Marvin A. Sackner from
the Board of Directors or removal of Marvin A. Sackner as Medical director.

On May 11, 2001, the Company entered into an employment agreement with
Allan F. Brack. This employment agreement is for a term of two years with
automatic one year extensions, provides an annual salary of $135,000, 400,000
options to purchase shares of the Company at $0.50 per share, 100,000 option
vesting on each anniversary of the employment agreement and a bonus to be
determined by the Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At July 31, 2000, the Company had a 21.4% interest in LifeShirt.com, Inc.
(now known as VivoMetrics, Inc.), a related entity in the development state.
Dr. Sackner's son-in-law is the Chief Operating Officer and a founder of
VivoMetrics, Inc.

On October 28, 1999, the Company entered into a license agreement and a
research and consulting agreement with LifeShirt. Under the license agreement,
the Company granted LifeShirt the exclusive world-wide right and license to
certain technology in exchange for 23.5% of the founders' share of LifeShirt and
a royalty equal to 3% of LifeShirt's gross revenues from sales with a minimum
royalty of $250,000 in the second year. The Company retained the right to
market and sell the LifeShirt system and its components to hospitals.
Subsequent to the initial investment, the Company's percentage investment has
been diluted to approximately 9%. The Research and Development Agreement for a
one-year period beginning August 11, 2000. The total sum provided to the Company
over the one-year agreement was $900,000. Following the expiration this
agreement, the Company entered into a month by month agreement with VivoMetrics
for continuing research and development on the LifeShirt system in a separate
agreement dated November 1, 2001.

The Company retains title and interest in and to any and all derivative
patents related to the products incorporated within the LifeShirt System in
exchange for a royalty 5% of the Company's sales of certain products and
services. The agreement is for a period of 10 years.

Under the current agreements with Vivometrics, Vivometrics grants to the
Company the non-exclusive, worldwide right and license to use of patents and
software for a period of ten years. If VivoMetrics fails to earn gross revenues
of $200,000 from the commercial sale of certain products and/or services to
hospitals following the 2002 calendar year, the Company has the right to sell
certain products to hospitals for the following three years in exchange for a
royalty of 5% of the gross revenues the Company

earns on these sales. In addition, the Company assigned all of its rights, title
and interest in certain patents and intellectual property as well as a non-
exclusive, worldwide license under these items to Vivometrics in consideration
for a royalty of 3% of Vivometrics' gross revenues from sales of certain
products. The minimum royalty in the second year is $250,000.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS
TO SERVE UNTIL THE TERM FOR THAT CLASS OF DIRECTORS EXPIRES AND RE-ELECTION IS
REQUIRED AT THAT YEARS' ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR
SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED.

PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION

The Board of Directors has proposed that Article VI of the Company's
Articles of Incorporation, as amended (currently entitled "Board of Directors"),
be deleted and replaced as follows:

ARTICLE VI
----------

BOARD OF DIRECTORS
------------------

The Corporation shall have eight directors consisting of two directors in
Class One, two directors in Class Two, and four directors in Class Three. Class
One Directors to serve initially for two years and then for periods of six
years, Class Two Directors to serve initially for four years and then for
periods of six years, and Class Three Directors to serve initially for six years
and then for periods of six years, until the appropriate Annual Meeting of
Stockholders, or solicitation of written consents in place of the annual
meeting, at which each such term expires and until their successors have been
elected and qualified. The number of Directors in each class may be increased
or diminished from time to time in accordance with the provisions of the
Corporation's by-laws, but shall never be less than one and provided that
written consent is received by the majority of directors in Class Three.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT
TO THE ARTICLES OF INCORPORATION.

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed Gerson, Preston & Company, P.A., as
the Company's independent certified public accountants for the fiscal year
ending July 31, 2002. Although the Board is not required to do so, it is
submitting its selection of the Company's independent certified public
accountants for ratification at the Annual Meeting, in order to ascertain the
views of its Shareholders. The Board will not be bound by the vote of the
Shareholders; however, if the selection is not ratified, the Board would
reconsider its selection. Representatives of Gerson, Preston & Company, P.A. are
expected to be present at the Annual Meeting. These representatives will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from Shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF GERSON, PRESTON & COMPANY, P.A., AS THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2002.

OTHER MATTERS

The Board of Directors is not aware of any other matters to come before
the Annual Meeting. However, if other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote said proxy in accordance with their judgment in such matters.

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE
COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals intended to be presented at the Company's Annual
Meeting of Shareholders for the year ended July 31, 2001, pursuant to the
provisions of Rule 14a-8 of the Securities and Exchange Commission promulgated
under the Securities Exchange Act of 1934, as amended, must be received by the
Company at its executive offices by October 1, 2002, for inclusion in the
Company's proxy statement and form of proxy relating to such meeting.

MATERIAL INCORPORATED BY REFERENCE

The audited balance sheets of the Company as of July 31, 2001, 2000 and
1999 and the related statements of operations, Shareholders' equity (deficit)
and cash flows for the three years ended July 31, 2001, are incorporated herein
by reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 2001. The Company's unaudited consolidated balance sheets as of
October 31, 2001 and January 31, 2002, are incorporated herein by reference to
the Company's Quarterly Reports on Form 10-QSB for the quarter ended October 31,
2001 and January 31, 2002 respectively.

By Order of the Board of Directors

North Bay Village, Florida
______________, 2002 MARVIN A. SACKNER
CHAIRMAN OF THE BOARD

PROXY
NON-INVASIVE MONITORING SYSTEMS, INC.

ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned Shareholder hereby appoints Marvin A. Sackner and Allan F.
Brack, or either of them, as proxy and attorney-in-fact, each with the power to
appoint his substitute, on behalf and in the name of the undersigned to
represent the undersigned at the Annual Meeting of Shareholders of NON-INVASIVE
MONITORING SYSTEMS, INC. (the "Company") to be held on May 29, 2002 and at any
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if personally present, as indicated on the
reverse side of this card. The undersigned acknowledges receipt of the Notice of
Annual Meeting of Shareholders, the Proxy Statement and the Annual Report
furnished herewith.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2 AND 3. IN THEIR
DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.

(CONTINUED ON REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2

1. ELECTION OF DIRECTORS.

[_] FOR ALL NOMINEES LISTED BELOW

[_] WITHHOLD AUTHORITY to vote for all nominees listed below

CLASS ONE: ANDREW M. SMULIAN GERARD KAISER, M.D.

CLASS TWO: LEILA KIGHT JOHN G. CLAWSON

CLASS THREE: MARVIN A. SACKNER ALLAN F. BRACK
MORTON J. ROBINSON, M.D, M.D TAFFY GOULD

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:

2. PROPOSAL AMEND THE ARTICLES OF INCORPORATION TO SET THE NUMBER OF MEMBERS OF
THE BOARD OF DIRECTORS OF THE COMPANY AT EIGHT AND TO PROVIDE FOR A STAGGERED
BOARD OF DIRECTORS WHICH WOULD DIVIDE THE COMPANY'S BOARD OF DIRECTORS INTO
THREE CLASSES, CLASS ONE WITH TWO DIRECTORS, CLASS TWO WITH TWO DIRECTORS, AND
CLASS THREE WITH FOUR DIRECTORS, EACH SERVING STAGGERED TERMS OF OFFICE OF SIX
YEARS.

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

3. PROPOSAL TO RATIFY THE APPOINTMENT OF GERSON, PRESTON & COMPANY, P.A., AS
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED JULY 31, 2002.

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

Date:
------------------------------- ------------------------------------
Signature

Please sign exactly as name appears on this proxy. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

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