MEDJET INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 23, 2000 AND

PROXY STATEMENT

MAY 10, 2000

MEDJET INC.

1090 KING GEORGES POST ROAD

SUITE 301

EDISON, NEW JERSEY 08837

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2000
-----------------------

To the Stockholders of Medjet Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders of Medjet
Inc., a Delaware corporation (the "Company"), will be held on Friday, June 23,
2000, at Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford, New Jersey
07016 (telephone 908-276-9231) at 9:30 A.M., local time, for the following
purposes:

1. To elect five directors to hold office until the 2001 Annual Meeting of
Stockholders; and

2. To transact such other business as may properly be presented at the Annual
Meeting and at any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 26, 2000 as the
record date for the purpose of determining stockholders who are entitled to
notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. A list of such stockholders will be available during
regular business hours at the Company's headquarters for the ten days before the
Annual Meeting, for inspection by any stockholder for any purpose germane to the
meeting. To ensure that your shares will be represented at the Annual Meeting,
please mark and sign the enclosed proxy card and return it in the enclosed
envelope whether or not you plan to attend the Annual Meeting.

By Order of the Board of Directors,

Thomas M. Handschiegel
SECRETARY

Edison, New Jersey
May 10, 2000

PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH, EVEN IF YOU
PREVIOUSLY RETURNED YOUR PROXY.

MEDJET INC.

1090 KING GEORGES POST ROAD

SUITE 301

EDISON, NEW JERSEY 08837

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

PROXY STATEMENT

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

This Proxy Statement is being furnished to stockholders of Medjet Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board") from holders of the
outstanding shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), and from holders of the outstanding shares of the
Company's Series B Convertible Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), for use at the Annual Meeting of Stockholders of
the Company to be held on Friday, June 23, 2000, at Temple Beth-El Mekor Chayim,
338 Walnut Avenue, Cranford, New Jersey 07016 (telephone 908-276-9231) at 9:30
A.M., local time, and at any adjournments or postponements thereof (the "Annual
Meeting"), for the purpose of considering and acting upon the matters set forth
in the accompanying Notice of Annual Meeting of Stockholders.

Only holders of record of Common Stock and Series B Preferred Stock (the
"stockholders") as of the close of business on April 26, 2000 (the "Record
Date") are entitled to notice of, and to vote at, the Annual Meeting. At the
close of business on such date, the Company had 3,901,431 shares of Common Stock
issued and outstanding held by approximately 54 stockholders of record and
10,400 shares of Series B Preferred Stock issued and outstanding held by seven
stockholders of record. Holders of Common Stock are entitled to one vote on each
matter to be considered and voted upon at the Annual Meeting for each share of
Common Stock held of record as of the Record Date. Holders of Series B Preferred
Stock are entitled with respect to each matter to be considered and voted upon
at the Annual Meeting to cast the number of votes equal to the number of shares
of Common Stock into which such Series B Preferred shares can be converted. Each
share of Series B Preferred Stock currently is convertible into 100 shares of
Common Stock. Stockholders may not cumulate their votes for the election of
directors. Shares represented by a properly executed proxy, if such proxy is
received in time and not revoked, will be voted at the Annual Meeting in
accordance with the instructions indicated in such proxy. IF NO INSTRUCTIONS ARE
INDICATED, SHARES REPRESENTED BY PROXY WILL BE VOTED "FOR" THE ELECTION AS
DIRECTORS OF THE COMPANY OF THE FIVE

NOMINEES NAMED BELOW TO SERVE UNTIL THE 2001 ANNUAL MEETING OF STOCKHOLDERS,
AND, IN THE DISCRETION OF THE PROXYHOLDERS, AS TO ANY OTHER MATTER WHICH MAY
PROPERLY BE PRESENTED AT THE ANNUAL MEETING. This Proxy Statement and the
accompanying proxy card are being mailed to Company stockholders beginning on or
about May 10, 2000.

Any stockholder who returns the accompanying proxy may revoke it prior to its
use. A proxy can be revoked: (i) by an instrument of revocation delivered prior
to the Annual Meeting to the Secretary of the Company, (ii) by a duly executed
proxy bearing a later date or time than the date or time of the proxy being
revoked, or (iii) at the Annual Meeting if the stockholder is present and elects
to vote in person. Mere attendance at the Annual Meeting will not serve to
revoke the proxy. All written notices of revocation of proxies should be
addressed to the Company's offices, Attention: Corporate Secretary.

Any stockholder wishing to name as his or her proxy someone other than those
designated on the enclosed proxy card may do so by crossing out the names of the
two designated proxyholders and inserting the name(s) of the person(s) he or she
wishes to have act as his or her proxy. No more than two persons should be so
designated. In such a case, it will be necessary that the proxy be delivered by
the stockholder to the person(s) named and that such person(s) named be present
and vote at the Annual Meeting. Proxy cards on which other proxyholders have
been named should not be mailed to the Company.

The presence at the Annual Meeting, either in person or by proxy, of the holders
of a majority of the shares entitled to receive notice of and to vote at the
Annual Meeting will be necessary to constitute a quorum for the transaction of
business. Abstentions and so-called broker "non-votes" will be counted for
purposes of determining the presence of a quorum, but will have no effect upon
the outcome of the election of directors.

The Company's principal executive offices are located at 1090 King Georges Post
Road, Suite 301, Edison, New Jersey 08837. The telephone number of the Company
at such office is (732) 738-3990.

PROPOSAL - ELECTION OF DIRECTORS

Unless a stockholder specifies otherwise, each returned proxy card will be voted
"FOR" the election to the Board of the five nominees named below. Each of the
nominees has consented to being named as a nominee for director and agreed to
serve if elected. Each nominee, if elected, would serve until his successor is
elected and qualified. If any nominee is unavailable for election at the time of
the Annual Meeting, the proxyholders will exercise their discretionary authority
to vote for substitutes, unless the Board chooses instead to reduce the number
of directors. The Company is not aware of any circumstances that would render
any nominee unavailable. All nominees are currently serving on the Board. The
ages of the nominees are given as of April 30, 2000.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED BELOW.

o EUGENE I. GORDON, PH.D., age 69, is the founder and Chief Executive
Officer of the Company and has been a Director and Chairman of the
Board since the Company's inception in December 1993. Dr. Gordon is an
inventor of the Company's hydro-epithelial keratoplasty ("HEK"),
hydro-therapeutic keratoplasty ("HTK") and hydro-refractive
keratoplasty ("HRK") keratome technology. From 1987 to 1988, Dr.
Gordon served as Senior Vice President and Director of the Research
Laboratories for Hughes Aircraft Co. He joined ATT Bell Laboratories
in 1957 and retired in 1983 as Laboratory Director. Dr. Gordon has
served as an adjunct professor in the department of Ophthalmology at
the University of Medicine and Dentistry of New Jersey since 1994, and
was a professor in the Department of Electrical and Computer
Engineering at the New Jersey Institute of Technology from 1990 to
1994.

o EDWARD E. DAVID, JR, SC.D., age 75, has been a director of the Company
since June 1998. Dr. David has been a business consultant specializing
in research, technology and innovation management and development
since 1986 and is President of Edward E. David, Inc. and Principal and
Vice President of The Washington Advisory Group, LLC, a consulting and
advisory service for industry, academia, and governments. From 1977 to
1986, Dr. David served as President of Exxon Research and Engineering,
where he directed research, development, engineering and technical
services activities. From 1970 to 1973, Dr. David served as the
Science Advisor to the President of the United States and as the
Director of the White House Office of Science and Technology. Dr.
David currently serves on the boards of Aquasearch, Inc.,
Intermagnetics General Corporation, InterVU, Inc., Protein Polymer
Technologies Inc. and Spacehab, Inc., each of which is
publicly-traded.

o WILLIAM C. HITTINGER, age 77, has been a director of the Company since
July 1999. Mr. Hittinger has been a business consultant since retiring
in 1986 as an Executive Vice President of RCA Corporation. While at
RCA, Mr. Hittinger's responsibilities included corporate technology,
patents, licensing, international business and marketing development,
and corporate technology planning. Prior to joining RCA in 1970, Mr.
Hittinger was President of General Instrument Corp. Mr. Hittinger has
previously served as a director of UNC Inc., Biotechnic International
Inc., Stabler Companies, Bethlehem Steel Corp., Thomas and Betts Corp.
and The Allen Bradley Company. He has also served as Chairman of the
Board of Trustees and Interim President of Lehigh University. Mr.
Hittinger is a Fellow of the Institute of Electrical and Electronics
Engineers, a Fellow of the Royal Society of Arts, and a member of the
National Academy of Engineering. Mr. Hittinger was a member of
President Reagan's National Security Telecommunications Advisory
Committee from 1982 to 1986 and a member of the U.S. - Brazil
Presidential Committee on Science and Technology in 1987.

o RONALD B. ODRICH, DDS, age 68, has been a director of the Company
since July 1999. Dr. Odrich has, since 1963, been engaged in the
private practice of dentistry, with a specialization in
periodontology. Since 1997, Dr. Odrich has

been a director of Park Avenue Periodontal Associates, P.C., located
in New York City. Dr. Odrich has had several teaching appointments and
has, since 1992, served as a guest lecturer and associate professor in
the Division of Periodontics, School of Dental and Oral Surgery,
Columbia University. In addition to being a Diplomate of the American
Academy of Periodontology, Dr. Odrich is a member of the Academy of
Osseointegration, the American Academy of Implantology and the
American Dental Association.

o ELIAS SNITZER, PH.D., age 75, has been a director of the Company since
July 1999. Dr. Snitzer has, since 1989, been affiliated with Rutgers
University as a Professor of Ceramic Science and Engineering and
currently as Professor Emeritus in the Department of Ceramics and
Materials Science. Since 1995, Dr. Snitzer has been President of Photo
Refractive Enterprises, Inc., a privately-held optical fiber waveguide
equipment developer and marketer. Prior to that, Dr. Snitzer has held
various senior industrial and research positions at Polaroid, United
Technologies, American Optical Corporation and Honeywell. His honors
and awards include the George Money Award of the American Ceramic
Society, IEEE Quantum Electronics Award, the Charles Townes Award of
OSA, the John Tyndall Award of OSA/IEEE and election to the National
Academy of Engineering.

GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS

The business and affairs of the Company are managed by the Board of Directors.
The Board of Directors held seven meetings in 1999. Each member of the Board of
Directors attended at least 75% of the aggregate number of meetings of the Board
of Directors and any committee of the Board of which he was a member during
1999.

COMMITTEES OF THE BOARD OF DIRECTORS

To assist it in carrying out its duties, the Board of Directors has two standing
committees, the Audit and Compensation Committee and the Scientific Advisory
Committee. The Board of Directors does not have a nominating committee or any
committee performing similar functions, and all matters which would be
considered by such committees are acted upon by the full Board of Directors.
Neither the Audit and Compensation Committee nor the Scientific Advisory
Committee held any formal meetings during 1999.

The Audit and Compensation Committee currently consists of Edward E. David, Jr.
and William C. Hittinger, neither of whom is an employee of the Company. The
Audit and Compensation Committee's primary functions are to advise and consult
with the Board of Directors in the administration and oversight of the audits of
the Company's books and records, in the review of the compensation of the
Company's officers and directors, and in administering the Company's Stock
Option Plan.

The Scientific Advisory Committee currently consists of Ronald B. Odrich and
Elias Snitzer. The Scientific Advisory Committee's primary functions are to
advise and consult with management and the Board of Directors on matters
relating to the applications of the Company's waterjet technology.

COMPENSATION OF DIRECTORS

Directors who are officers or employees of the Company receive no additional
compensation for service as members of the Board of Directors or any committee
of the Board. With respect to future compensation, each outside director will be
granted, in connection with his or her election and reelection as a director,
options pursuant to the Company's Stock Option Plan, to purchase 10,000 shares
of Common Stock with an exercise price equal to the fair market value per share
of the Common Stock on the date of grant. The options will vest upon the earlier
of one year from the date of grant or the day immediately preceding the
subsequent annual meeting of stockholders, provided that such director has
served as a director of the Company through such date. Outside directors are
reimbursed for out-of-pocket expenses incurred in connection with attendance of
meetings of the Board of Directors. In 1999, Drs. David, Odrich and Snitzer and
Mr. Hittinger each received options to purchase 10,000 shares of Common Stock
with an exercise price of $1.37 per share.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to, the Company's Chairman of
the Board and Chief Executive Officer (the "Named Executive Officer"), with
respect to the years ended December 31, 1999, 1998 and 1997. There were no other
executive officers of the Company whose cash and cash equivalent compensation
exceeded $100,000 during the last fiscal year.

Summary Compensation Table
Annual Compensation Long-term Compensation
------------------- ----------------------
Other Annual Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus ($) Compensation ($) Options (#) Compensation ($)
- --------------------------- ---- -------- --------- ---------------- --------------------- ----------------

Eugene I. Gordon .......... 1999 $141,667 $ 20,000 $ 1,524 (1) 150,000 $ -
Chairman of the Board and 1998 155,500 - 1,722 (1) 42,500 -
Chief Executive Officer 1997 169,900 25,000 2,394 (1) - -

(1) Consists of payment of annual life insurance premiums.

STOCK OPTION GRANTS

The following table sets forth information concerning the grant of stock options
during 1999 to the Named Executive Officer.

OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
Percentage of Total
Number of Securities Options Granted to Exercise Price
Underlying Options Employees in Fiscal Year Per Share Expiration Date
- -------------------- ------------------------ -------------- ---------------
150,000 89.8% $.89 April 9, 2009

YEAR-END VALUE TABLE

The following table sets forth information regarding the number and year-end
value of unexercised options held at December 31, 1999 by the Named Executive
Officer. No stock options were exercised by the Named Executive Officer during
fiscal 1999.

1999 OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" (1)
Options at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
42,500/150,000 $ - /$ -

(1) Options are considered "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the options.

EMPLOYMENT AGREEMENTS

In 1996, the Company and Eugene I. Gordon, its Chairman of the Board and Chief
Executive Officer, entered into an employment agreement which expired on March
15, 1999. The agreement, which was amended effective as of January 1, 1997,
provided for a base compensation of $160,000 per year, bonuses aggregating a
maximum of $75,000 for 1997 based upon the attainment of certain goals and other
additional compensation as may be determined by the Board of Directors (without
the participation of Dr. Gordon) in its sole discretion. The Board of Directors
(without the participation of Dr. Gordon) could also increase such base
compensation in its sole discretion. In conjunction with a voluntary reduction
in his base compensation, beginning November 1998, to $85,000 per year, Dr.
Gordon was issued a total of 42,500 options to purchase Common Stock of the
Company. These options, the vesting of which was contingent on the number of
months such base compensation was reduced, became fully vested on April 30,
1999.

A new agreement, effective as of March 16, 1999 and expiring March 15, 2002,
provides for a base compensation of $170,000 per year, bonuses aggregating a
maximum of $60,000 per year based upon the attainment of certain goals, and
other additional compensation as may be determined by the Board of Directors
(without the participation of Dr. Gordon) in its sole discretion. The Board of
Directors (without the participation of Dr. Gordon) could also increase such
base compensation in its sole discretion. Under the agreement, Dr. Gordon was

also issued a total of 150,000 options to purchase Common Stock, pursuant to the
Company's Stock Option Plan, with an exercise price equal to the fair market
value per share of the Common Stock on the date of grant, such options vesting
ratably over the three-year term of the agreement as long as Dr. Gordon remains
an employee. The agreement also provides for payment of up to one year's total
compensation if Dr. Gordon's employment with the Company is terminated for any
reason other than for cause, death or disability.

The new agreement can be terminated for cause and contains proprietary
information, invention and non-competition provisions which prohibit disclosure
of any of the Company's proprietary information and preclude Dr. Gordon's
competition with the Company for a period of two years after the termination of
his employment with the Company.

The Company has procured life insurance in the amount of $1 million to
compensate it for the loss, through death or disability, of Dr. Gordon.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 30, 2000 by (i) each person
known to the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each director of the Company, (iii) the Named Executive Officer and
(iv) all executive officers and directors of the Company, as a group. All
information with respect to beneficial ownership has been furnished to the
Company by the respective stockholders of the Company.

Amount and Nature Of
Beneficial Percentage of
Name and Address of Beneficial Owner Ownership (1) Class (1)
------------------------------------ ---------------- ---------

Richard Grossman (2).......................................... 1,989,000 (3)(4) 33.8%
Orin Hirschman (2)............................................ 1,983,800 (4)(5) 33.7
Eugene I. Gordon (6).......................................... 1,739,287 (7) 43.0
Adam-Jack M. Dodick, MD General Partnership (2)............... 260,000 (8) 6.3
Edward E. David, Jr. (6)...................................... 20,000 (9) *
William C. Hittinger (6)...................................... 10,000 (9) *
Ronald B. Odrich (6).......................................... 18,000 (10) *
Elias Snitzer (6)............................................. 10,000 (9) *
All executive officers and directors as a group (6 persons)... 1,823,662 (11) 44.3%

- --------------------------------------
* Represents beneficial ownership of less than 1% of the Common Stock.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission"). In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock

subject to convertible securities or options and warrants held by that
person that are currently convertible or exercisable, or that are
convertible or exercisable within 60 days of April 30, 2000, are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person.
Except as indicated in the footnotes to this table, the beneficial
owner named in the table has sole voting and investment power with
respect to the shares set forth opposite such beneficial owner's name.

(2) Each such person's business address is 101 East 52nd Street, New York,
New York 10022.

(3) Consists of 832,000 shares issuable upon conversion of Series B
Preferred Stock and 1,157,000 shares issuable upon exercise of Private
Placement Warrants. Mr. Grossman, together with his wife, Ana Grossman,
as joint tenants with right of survivorship, owns directly 104,000 of
the shares shown, consisting of 52,000 shares issuable upon conversion
of Series B Preferred Stock and 52,000 shares issuable upon exercise of
Private Placement Warrants.

(4) Mr. Grossman and Mr. Hirschman may be deemed the beneficial owners of
1,885,000 of the shares shown by virtue of being co-owners of each of
Adam Smith & Company, Inc. ("ASC"), Adam Smith Capital Management LLC
("ASCM"), and Diamond Capital Management, Inc. ("DCM"). DCM is the
Investment Manager of Adam Smith Investments, Ltd., a British Virgin
Islands corporation ("ASI"). ASCM is the sole general partner of Adam
Smith Investment Partners, L.P. ("ASIP"). Mr. Grossman and Mr.
Hirschman are the sole officers and directors of ASC and DCM and the
only member-managers of ASCM. All of such 1,885,000 shares are owned,
directly or indirectly, by ASC, DCM, ASI and ASCM.

(5) Includes 829,400 shares issuable upon conversion of Series B Preferred
Stock and 1,154,400 shares issuable upon exercise of Private Placement
Warrants. Mr. Hirschman owns directly 98,800 of the shares shown,
including 49,400 shares issuable upon conversion of Series B Preferred
Stock and 49,400 shares issuable upon exercise of Private Placement
Warrants.

(6) Each such person's business address is 1090 King Georges Post Road,
Suite 301, Edison, New Jersey 08837.

(7) Includes 142,500 shares subject to exercisable options and warrants.

(8) Consists of 130,000 shares issuable upon conversion of Series B
Preferred Stock and 130,000 shares issuable upon exercise of Private
Placement Warrants.

(9) Consists of shares subject to exercisable options.

(10) Includes 10,000 shares subject to exercisable options.

(11) Includes 216,875 shares subject to exercisable options and warrants.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no other
matters which will be brought before the Annual Meeting. In the event that any
other business is properly presented at the Annual Meeting, it is intended that
the persons named in the enclosed proxy will have authority to vote such proxy
in accordance with their judgment on such business.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, certain
officers and persons holding more than 10% of a registered class of the
Company's equity securities to file reports of ownership and reports of changes
in ownership with the Commission. Such persons are also required by Commission
regulations to furnish the Company with copies of all such reports that they
file. The Company believes that, during 1999, all such persons complied with all
reporting requirements under Section 16(a), on a timely basis.

INDEPENDENT AUDITORS

The firm of Rosenberg Rich Baker Berman and Company served as the Company's
independent auditors for the fiscal year ended December 31, 1999 and has been
selected by the Board of Directors to audit the books and accounts of the
Company for the fiscal year ending December 31, 2000. Representatives of
Rosenberg Rich Baker Berman and Company are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.

SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholder proposals submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's 2001 Annual Meeting of Stockholders
must be received by February 16, 2001. If the Company is not notified of a
stockholder proposal by May 4, 2001, then the proxies held by management of the
Company may provide the discretion to vote against such stockholder proposal,
even though such proposal is not discussed in the Proxy Statement. Stockholder
proposals should be mailed to the Corporate Secretary, Medjet Inc., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837.

COSTS OF SOLICITATION

The cost of preparing, printing and mailing this Proxy Statement and the
accompanying proxy card, and the cost of solicitation of proxies on behalf of
the Company's Board of Directors will be borne by the Company. In addition to
the use of the mail, proxies may be solicited personally or by telephone or by
regular employees of the Company without additional compensation. Banks,
brokerage houses and other institutions, nominees or fiduciaries will be
requested to forward the proxy materials to the beneficial owners of the Common
Stock held

of record by such persons and entities and will be reimbursed for their
reasonable expenses incurred in connection with forwarding such material.

ANNUAL REPORT

A copy of the Company's 1999 Annual Report to Stockholders is being mailed with
this Proxy Statement to each stockholder entitled to vote at the Annual Meeting.
Stockholders not receiving a copy of such Annual Report may obtain one, without
charge, by writing or calling Corporate Secretary, Medjet Inc., 1090 King
Georges Post Road, Suite 301, Edison, New Jersey 08837, telephone (732)
738-3990.

By Order of the Board of Directors

Thomas M. Handschiegel
SECRETARY

Edison, New Jersey
May 10, 2000

MEDJET INC.

PROXY

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 23, 2000

The undersigned hereby revokes all prior proxies and appoints Eugene I. Gordon,
Ph.D. and Thomas M. Handschiegel, or either of them, as proxies, with full
individual power of substitution, to represent the undersigned and to vote all
shares of Common Stock and Series B Preferred Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at Temple Beth-El Mekor Chayim, 338 Walnut Avenue, Cranford,
New Jersey on Friday, June 23, 2000, at 9:30 A.M. and at any and all
adjournments and postponements thereof, in the manner specified below. If this
Proxy is returned without direction being given, the Proxy will be voted FOR
each proposal. The Board of Directors recommends a vote FOR each proposal.

Election of Directors

NOMINEES: Eugene I. Gordon, Ph.D. [ ] FOR all nominees listed
Edward E. David, Jr., Sc.D.
William C. Hittinger [ ] WITHHOLD AUTHORITY to vote
Ronald B. Odrich, D.D.S., P.C. for the following nominee(s):
Elias Snitzer, Ph.D. _____________________________

[ ] WITHHOLD AUTHORITY to vote
for all nominees

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

THIS PROXY, WHEN PROPERLY EXECUTED, SHALL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. Should any other
matter requiring a vote of the stockholders arise, the persons named in this
Proxy or their substitutes shall vote in accordance with their best judgement in
the interest of the Company. The Board of Directors is not aware of any matter
which is to be presented for action at the meeting other than the matters set
forth herein.

Dated ___________________, 2000

_______________________________
Signature

Please sign the Proxy exactly
as name appears hereon. If
shares are held by joint
tenants, both should sign.
Executors, administrators,
trustees or others signing
in a representative capacity
should indicate the capacity
in which signed.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS IN PERSON,
PLEASE SO INDICATE BY MARKING THE BOX. |_|

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