Medjet Inc – ‘PRER14A’ on 5/2/02

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Preliminary Proxy Statement                          144    658K 

Document Table of Contents

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SCHEDULE 14A
(RULE 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 (AMENDMENT NO. 2)

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 Rule 14a-11(c) or Rule 14a-12          

 MEDJET INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
|_|      No fee required.                                                       
|_|      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:                                                        

|X|      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:                                                

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

(3)      Filing Party:                                                          

(4)      Date Filed:                                                            

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 MEDJET INC.
 1090 KING GEORGES POST ROAD
 SUITE 301
EDISON, NEW JERSEY 08837

                                                                May 10, 2002

Dear Stockholder,                                                               

        You are cordially invited to attend the annual meeting of stockholders
of Medjet Inc. to be held on Wednesday, June 5, 2002, at 10:00 a.m., local time,
at 1090 King Georges Post Road, Suite 307, Edison, New Jersey 08837.            

 At the annual meeting, among other things, you will be asked to
consider and vote upon a proposal to approve and adopt an Agreement and Plan of 
Merger and Reorganization, dated as of August 17, 2001, among Medjet, VISX,     
Incorporated and Orion Acquisition Corp., a wholly-owned subsidiary of VISX. If 
the proposed merger is consummated, under the merger agreement:                 

o  Orion Acquisition Corp. will merge with and into Medjet; 

     o  Medjet will continue as the corporation surviving the proposed
       merger and will become a wholly-owned subsidiary of VISX; and

         o  each outstanding share of our common stock (other than shares held
          by stockholders who perfect appraisal rights under Delaware law)
    will be converted into the right to receive $2.00 in cash,
without interest.                                     

    YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER
AGREEMENT, INCLUDING THE PRICE AND OTHER TERMS, AND THE TRANSACTIONS            
CONTEMPLATED BY THE MERGER AGREEMENT, TAKEN AS A WHOLE, ARE FAIR AND REASONABLE,
AND IN THE BEST INTERESTS OF MEDJET AND ITS STOCKHOLDERS. YOUR BOARD UNANIMOUSLY
RECOMMENDS THAT ALL MEDJET STOCKHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF   
THE MERGER AGREEMENT. WHEN YOU CONSIDER THE RECOMMENDATION OF OUR BOARD OF      
DIRECTORS THAT YOU VOTE IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER     
AGREEMENT, YOU SHOULD BE AWARE THAT A NUMBER OF OUR DIRECTORS AND OFFICERS HAVE 
INTERESTS IN THE PROPOSED MERGER THAT ARE IN ADDITION TO THE INTERESTS OF       
STOCKHOLDERS GENERALLY. IN PARTICULAR, CERTAIN OF OUR DIRECTORS AND OFFICERS    
WILL BENEFIT FROM THE ACCELERATED VESTING OF THEIR STOCK OPTIONS AS A RESULT OF 
THE PROPOSED MERGER.                                                            

     COMPLETION OF THE PROPOSED MERGER IS SUBJECT TO THE SATISFACTION OR
WAIVER OF A NUMBER OF CONDITIONS, INCLUDING, AMONG OTHERS, THE APPROVAL OF THE  
MERGER AGREEMENT BY OUR STOCKHOLDERS, THE ABSENCE OF ANY LEGAL PROHIBITION ON   
THE COMPLETION OF THE MERGER, THE RECEIPT OF ALL THIRD PARTY CONSENTS, WAIVERS  
AND APPROVALS SPECIFIED IN THE MERGER AGREEMENT, THE ACCURACY OF THE            
REPRESENTATIONS AND WARRANTIES IN THE MERGER AGREEMENT, OUR COMPLIANCE WITH     
COVENANTS AND THE ABSENCE OF ANY MATERIALLY ADVERSE EVENT OR CONDITION ARISING  
AFTER THE DATE OF THE MERGER AGREEMENT. IN ANY EVENT, EVEN IF ALL OF THE        
CONDITIONS TO THE COMPLETION OF THE MERGER ARE SATISFIED, VISX MAY DECIDE, IN   
ITS SOLE DISCRETION, NOT TO PROCEED WITH THE MERGER. AS A RESULT, EVEN IF OUR   
STOCKHOLDERS APPROVE THE MERGER AGREEMENT, WE CANNOT ASSURE YOU THAT THE        
PROPOSED MERGER WILL BE COMPLETED.                                              

       The accompanying notice of annual meeting and proxy statement explain
the proposed merger and contain specific information concerning the annual      
meeting. Please read these materials carefully, and please do not send any stock
certificates at this time.                                                      

     Your vote is important, regardless of the number of shares you own.
Whether or not you plan to attend the annual meeting, please submit your proxy  
in accordance with the instructions provided to                                 

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ensure that your shares will be voted at the annual meeting. If you decide to   
attend the annual meeting, you may withdraw your proxy at that time and vote    
your shares in person, if you wish.                                             

                                              Sincerely yours,

                                                     Eugene I. Gordon, Ph.D.
                                                       Chairman of the Board and
                                                     Chief Executive Officer

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE PROPOSED MERGER, PASSED UPON THE  
MERITS OR FAIRNESS OF THE PROPOSED MERGER OR PASSED UPON THE ADEQUACY OR        
ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY             
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

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 MEDJET INC.
 1090 KING GEORGES POST ROAD
 SUITE 301
EDISON, NEW JERSEY 08837
------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 2002

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

To the stockholders of Medjet Inc.:                                             

       NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
Medjet Inc. will be held on Wednesday, June 5, 2002, at 1090 King Georges Post  
Road, Suite 307, Edison, New Jersey 08837, at 10:00 a.m., local time, for the   
following purposes:                                                             

    1.   To elect six directors to hold office until the 2003 annual
meeting of stockholders;                          

     2.   To consider and vote upon a proposal to approve and adopt an
          Agreement and Plan of Merger and Reorganization, dated as of
         August 17, 2001, among Medjet, VISX, Incorporated and Orion
               Acquisition Corp., a wholly-owned subsidiary of VISX, pursuant to
         which, among other things, Orion Acquisition Corp. would be
            merged with and into Medjet, and each outstanding share of our
             common stock would be converted into the right to receive $2.00
in cash, without interest; and                    

        3.   To transact such other business as may properly be presented at
         the annual meeting and at any adjournments or postponements
thereof.                                          

       Our board of directors has fixed the close of business on May 3, 2002
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 these stockholders will be available during    
regular business hours at our corporate offices, during the ten days prior to   
the annual meeting, for inspection by any stockholder for any purpose germane to
the annual meeting.                                                             

         Stockholders who do not vote in favor of the merger agreement will have
the right to seek appraisal of the fair value of their shares if the merger is  
completed, but only if they comply with Delaware law as explained in the        
accompanying proxy statement and the attached annexes.                          

                                  By order of the Medjet Board of Directors,

       Cheryl A. Blake
           Corporate Secretary

Edison, New Jersey                                                              
May 10, 2002                                                                    

 PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE RETURN ENVELOPE PROVIDED OR VOTE ELECTRONICALLY VIA THE INTERNET
OR TELEPHONE, 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 GRANTED YOUR PROXY.                                                  

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 TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

SUMMARY TERM SHEET...........................................................iii
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER................................v
GENERAL........................................................................1
         Record Date; Stock Entitled to Vote; Quorum...........................1
         Votes Required........................................................1
         Voting by Our Directors and Officers and by VISX......................2
         Voting of Proxies.....................................................2
         How to Vote by Proxy..................................................2
         Revocability of Proxies...............................................2
         Deadline for Voting by Proxy..........................................3
         Solicitation of Proxies...............................................3
SUMMARY........................................................................4
         The Companies.........................................................4
         The Merger............................................................5
         Recommendation of Our Board of Directors..............................5
         Interests of Our Directors and Officers in the Merger.................5
         Conditions to the Completion of the Merger............................5
         Termination of the Merger Agreement...................................6
         Effects of Termination................................................7
         Material U.S. Federal Income Tax Consequences of the Merger...........9
         Appraisal Rights......................................................9
         Price Range of Our Common Stock.......................................9
ELECTION OF DIRECTORS (Proposal 1)............................................10
         Board of Directors Committees and Meetings...........................11
         Finance and Audit Committee Report...................................11
         Compensation of Directors............................................12
EXECUTIVE COMPENSATION........................................................13
         Summary Compensation Table...........................................13
         Option Grants........................................................13
         Option Exercises and Year-End Option Values..........................13
         Employment Agreement.................................................13
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT........................14
         Section 16(a) Beneficial Ownership Reporting Compliance..............15
THE MERGER (Proposal 2).......................................................16
         Background of the Merger.............................................16
Our Reasons for the Merger; Recommendation of Our Board of    
         Directors............................................................19
         Material U.S. Federal Income Tax Consequences of the Merger..........20
         Appraisal Rights.....................................................21
         Interests of Our Directors and Officers in the Merger................23
THE MERGER AGREEMENT..........................................................25
         The Merger...........................................................25
         Merger Consideration.................................................25
         Treatment of Options and Warrants....................................25
Exchange Agent; Procedure for the Surrender of Stock          
         Certificates.........................................................25
         Representations and Warranties of Medjet.............................26
         Representations and Warranties of VISX and Orion Acquisition Corp....27
         Certain Covenants....................................................27

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         Additional Agreements................................................28
         Conditions to the Completion of the Merger...........................31
         Termination of the Merger Agreement..................................32
         Other Expenses.......................................................35
         Amendments...........................................................35
         Research, Development and Experimental Cost Sharing Agreement........35
         Share Transfer Agreement.............................................36
         Omnibus Waiver and Amendment Agreement...............................36
         First Amendment to the Registration Rights Agreement.................37
         Second Amendment to the Registration Rights Agreement................37
         Voting and Stock Option Agreement....................................37
         Non-Competition, Non-Solicitation and Non-Hire Agreement.............38
MEDJET........................................................................39
VISX..........................................................................40
PRICE RANGE OF OUR COMMON STOCK...............................................41
OTHER MATTERS.................................................................42
INDEPENDENT AUDITORS..........................................................42
         Independent Auditors' Fees...........................................42
STOCKHOLDER PROPOSALS FOR 2003................................................42
WHERE YOU CAN FIND MORE INFORMATION...........................................42
ANNEXES:                                                                        
         Annex A      Agreement and Plan of Merger and Reorganization........A-1
         Annex B      Section 262 of the Delaware General Corporation Law....B-1
         Annex C      Finance and Audit Committee Charter....................C-1

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SUMMARY TERM SHEET

      This summary term sheet highlights selected information contained in
this proxy statement and may not contain all of the information that is         
important to you. In addition to this summary term sheet, we urge you to read   
this entire proxy statement carefully, including the attached annexes.          

         PARTIES--The parties to the merger agreement are Medjet Inc.,
            VISX, Incorporated and Orion Acquisition Corp. Orion Acquisition
             Corp. is a newly-formed Delaware corporation that is wholly-owned
        by VISX. Orion Acquisition Corp. was incorporated by VISX in
             order to acquire Medjet in the proposed merger. See "SUMMARY--The
Companies."                                         

         STOCKHOLDER VOTE--You are being asked to approve and adopt an
        Agreement and Plan of Merger and Reorganization, dated as of
            August 17, 2001, among Medjet, VISX and Orion Acquisition Corp.,
         by which Orion Acquisition Corp. will be merged with and into
              Medjet. Medjet would survive the proposed merger as a wholly-owned
            subsidiary of VISX. The merger agreement must be approved by the
             holders of a majority of the votes represented by the outstanding
        shares of our common stock and the outstanding shares of our
             series B convertible preferred stock, voting together as a single
             class. Each share of our common stock is entitled to one vote and
              each share of our series B convertible preferred stock is entitled
           to 100 votes. Together, our directors and officers and VISX are
             entitled to an aggregate of 2,685,787 votes, or approximately 54%
      of the voting power of our capital stock. As a result, our
              directors and officers and VISX, acting together, have the ability
              to control the outcome of the vote to approve and adopt the merger
            agreement at the annual meeting. See "GENERAL - Votes Required."

             RECOMMENDATION--Our board of directors has unanimously determined
           that the merger agreement, including the price and other terms,
            and the transactions contemplated by the merger agreement, taken
             as a whole, are fair and reasonable, and in the best interests of
              Medjet and our stockholders. Our board unanimously recommends that
             our stockholders vote FOR the approval and adoption of the merger
           agreement. When you consider the recommendation of our board of
            directors that you vote in favor of the approval and adoption of
          the merger agreement, you should be aware that a number of our
             directors and officers have interests in the proposed merger that
          are in addition to the interests of stockholders generally. In
          particular, certain of our directors and officers will benefit
              from the accelerated vesting of their stock options as a result of
     the merger. See "THE MERGER - Our Reasons for the Merger;
             Recommendation of Our Board of Directors" and "- Interests of our
Directors and Officers in the Merger."              

          PAYMENT--In the proposed merger, each outstanding share of our
              common stock automatically will be canceled and converted into the
         right to receive $2.00 in cash, without interest and less any
              applicable withholding tax, except for shares held by stockholders
              who properly perfect appraisal rights under Delaware law. You will
           not own any of our common stock after completion of the merger,
          even if you demand and perfect appraisal rights under Delaware
   law. See "THE MERGER AGREEMENT - Merger Consideration."

            TREATMENT OF OPTIONS AND WARRANTS--The merger agreement provides
           that outstanding options and warrants to purchase shares of our
         common stock not exercised prior to the effective time of the
          merger will be canceled and extinguished. VISX will pay to the
           holder of an option or warrant the difference between $2.00 and
           the exercise price per share (if less than $2.00) of our common
          stock underlying the option or warrant multiplied by the total
         number of shares of our common stock underlying the option or
warrant. VISX will not pay                          

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            any amounts with respect to any options or warrants that have an
          exercise price equal to or greater than $2.00. See "THE MERGER
AGREEMENT - Treatment of Options and Warrants."     

          TAX CONSEQUENCES--The receipt of cash for shares of our common
              stock in the merger will be a taxable transaction for U.S. federal
            income tax purposes, and may also be a taxable transaction under
              applicable state, local, foreign or other tax laws. Generally, you
           will recognize capital gain or loss for these purposes equal to
              the difference between $2.00 per share and your adjusted tax basis
           for the shares of our common stock you own immediately prior to
              the merger. For U.S. federal income tax purposes, any capital gain
           or loss generally will be long-term capital gain or loss if you
           held the shares of our common stock for more than one year. See
              "THE MERGER - Material U.S. Federal Income Tax Consequences of the
Merger."                                            

       CONDITIONS TO THE MERGER--The obligations of the parties to
            complete the merger are subject to the satisfaction or waiver of
            certain conditions, including, among others, the approval of the
          merger agreement by our stockholders, the absence of any legal
           prohibition on the completion of the merger, the receipt of all
        third party consents, waivers and approvals specified in the
     merger agreement, the accuracy of the representations and
             warranties in the merger agreement, our compliance with covenants
        and the absence of any materially adverse event or condition
              arising after the date of the merger agreement. IN ANY EVENT, EVEN
        IF ALL OF THE CONDITIONS TO THE COMPLETION OF THE MERGER ARE
              SATISFIED, VISX MAY DECIDE, IN ITS SOLE DISCRETION, NOT TO PROCEED
          WITH THE MERGER. See "THE MERGER AGREEMENT - Conditions to the
Completion of the Merger."                          

          APPRAISAL RIGHTS--Stockholders who do not vote in favor of the
             approval and adoption of the merger agreement will be entitled to
       seek an appraisal of the "fair value" of their shares under
            Delaware law, exclusive of any element of value arising from the
            expectation or completion of the merger. In order to perfect the
     right to an appraisal, a stockholder must comply with the
      applicable requirements of Delaware law. See "THE MERGER -
Appraisal Rights."                                  

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 QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER

         At the annual meeting, one of the matters you will be asked to consider
and vote upon is a proposed merger with VISX. The following questions and       
answers are for your convenience only, and briefly address some commonly asked  
questions about the proposed merger and the annual meeting. You should still    
carefully read this entire proxy statement, including each of the attached      
annexes.                                                                        

Q:        WHAT AM I BEING ASKED TO VOTE ON?                                     

A:        Among other things, you are being asked to approve and adopt          
        a merger agreement that provides for the merger of Orion Acquisition
Corp. with and into Medjet. Orion is a newly-formed Delaware
      corporation that VISX formed to acquire Medjet through the merger.
  If the merger is completed, Medjet would become a wholly-owned
subsidiary of VISX.                                         

Q:        WHAT VOTE IS REQUIRED TO APPROVE THE MERGER AGREEMENT?                

A:        The merger agreement must be approved by the holders of a             
      majority of the votes represented by the outstanding shares of our
       common stock and the outstanding shares of our series B convertible
         preferred stock, voting together as a single class. Each share of our
       common stock is entitled to one vote and each share of our series B
       convertible preferred stock is entitled to 100 votes. Together, our
   directors and officers and VISX are entitled to an aggregate of
    2,685,787 votes, or approximately 54% of the voting power of our
    capital stock. As a result, our directors and officers and VISX,
        acting together, have the ability to control the outcome of the vote
    to approve and adopt the merger agreement at the annual meeting.

Q:        WHAT WILL I RECEIVE FOR MY COMMON STOCK IF THE PROPOSED MERGER IS     
COMPLETED?                                                  

A:        If the merger is completed, each issued and outstanding share         
         of our common stock automatically will be canceled and converted into
     the right to receive $2.00 in cash, without interest and less any
          applicable withholding tax, except for shares of our common stock held
     by stockholders who properly perfect their appraisal rights under
        Delaware law, which shares will be subject to appraisal to determine
        their "fair value" in accordance with Delaware law, exclusive of any
      element of value arising from the expectation or completion of the
merger.                                                     

Q:        WHAT IS THE VOTING RECOMMENDATION OF OUR BOARD OF DIRECTORS?          

A:        Our board of directors has unanimously determined that the merger     
        agreement, including the price and other terms, and the transactions
        contemplated by the merger agreement, taken as a whole, are fair and
        reasonable, and in the best interest of Medjet and our stockholders.
          Our board unanimously recommends that all Medjet stockholders vote FOR
the approval and adoption of the merger agreement. When you 
          consider the recommendation of our board of directors that you vote in
          favor of the approval and adoption of the merger agreement, you should
          be aware that a number of our directors and officers have interests in
the proposed merger that are in addition to the interests of
       stockholders generally. In particular, certain of our directors and
     officers will benefit from the accelerated vesting of their stock
options as a result of the merger.                          

Q:        IS THE PROPOSED MERGER SUBJECT TO ANY CONDITIONS?                     

A:        Yes.  The obligation of VISX to complete the merger is subject to the 
          satisfaction or waiver of certain conditions, including, among others,
         the approval of the merger agreement by our stockholders, the absence
         of any legal prohibition on the completion of the merger, the receipt
of                                                          

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    all third party consents, waivers and approvals specified in the
         merger agreement, the accuracy of our representations and warranties,
   our compliance with covenants and the absence of any materially
   adverse event or condition arising after the date of the merger
      agreement. Our obligation to complete the merger is subject to the
          satisfaction or waiver of certain conditions, including, among others,
    the approval of the merger agreement by our stockholders and the
     absence of any legal prohibition on the completion of the merger.

        In any event, even if all of the conditions to the completion of the
         merger are satisfied, VISX may decide, in its sole discretion, not to
proceed with the merger.                                    

Q:        WHEN DO YOU EXPECT THE PROPOSED MERGER TO BE COMPLETED?               

A:        We and VISX are working to complete the merger prior to               
        August 17, 2002. However, because VISX may elect not to proceed with
          the merger for any or no reason, we cannot predict the exact timing of
         the completion of the merger or whether the merger will occur at all.

Q:        WHEN CAN I EXPECT TO RECEIVE PAYMENT FOR MY COMMON STOCK IF THE       
PROPOSED MERGER IS COMPLETED?                               

A:        Soon after the merger is completed, an exchange agent to be selected  
      by VISX will send a letter to each of our stockholders. The letter
    will contain instructions describing how to surrender your stock
    certificates in exchange for the amounts payable pursuant to the
    merger agreement. The exchange agent will send to you the amount
          payable pursuant to the merger agreement promptly after its receipt of
     your stock certificates delivered in accordance with the exchange
agent's instructions.                                       

Q:        WILL I OWE ANY U.S. FEDERAL INCOME TAX AS A RESULT OF THE MERGER?     

A:        The receipt of cash for shares of our common stock in the merger will 
          be a taxable transaction for U.S. federal income tax purposes, and may
        also be a taxable transaction under applicable state, local, foreign
         or other tax laws. Generally, you will recognize capital gain or loss
          for these purposes equal to the difference between $2.00 per share and
      your adjusted tax basis for the shares of our common stock you own
          immediately prior to the merger. For U.S. federal income tax purposes,
        any capital gain or loss generally will be long-term capital gain or
     loss if you held the shares of our common stock for more than one
year.                                                       

    Tax matters are very complicated and the tax consequences of the
        merger to you will depend on the facts of your particular situation.
You should consult your tax and other advisors for a full   
    understanding of the consequences of the proposed merger to you.

Q:        AM I ENTITLED TO DISSENTERS' OR APPRAISAL RIGHTS RELATING TO THE      
PROPOSED MERGER?                                            

A:        Yes, under Delaware law, holders of our common stock are              
      entitled to dissenters' or appraisal rights in connection with the
         proposed merger. For more information about appraisal rights and your
ability to exercise these rights, please see page 21.       

Q:        SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                           

A:        No.  If the merger is completed, you will receive separate written    
instructions for exchanging stock certificates for the cash 
consideration payable in the merger.                        

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Q:        WHAT DO I NEED TO DO NOW?                                             

A:        We urge you to read this proxy statement carefully and to             
        consider how the proposed merger affects you. Then, vote your shares
         using one of the three methods described below as soon as possible so
that your shares can be voted at the annual meeting.        

Q:        DO I NEED TO ATTEND THE ANNUAL MEETING?                               

A:        No.  You can vote using one of the three methods described below.     
          We anticipate that most of our stockholders will not attend the annual
meeting in person.                                          

Q:        HOW CAN I VOTE MY SHARES?                                             

A.        You may vote your shares by the Internet, by telephone or by mail,    
each as described in more detail on your proxy card.        

Q:        WHAT IF I DO NOT VOTE?                                                

A:        If you submit a proxy but do not indicate how you vote, your          
        proxy will be counted as a vote "FOR" the proposed merger. If you do
        not submit a proxy and you do not otherwise submit a proxy from your
        broker (for any shares held in "street name") or vote your shares in
        person at the annual meeting, your shares will not be voted. If your
          shares are not voted, it will have the same effect as a vote "AGAINST"
the proposed merger.                                        

Q:        MAY I VOTE IN PERSON?                                                 

A:        Yes.  You may attend the annual meeting and vote your shares in       
       person, rather than vote your shares using one of the three methods
provided.                                                   

Q:        MAY I CHANGE MY VOTE AFTER I HAVE SUBMITTED MY PROXY?                 

A:        Yes. You may change your vote at any time before your proxy           
       is voted at the annual meeting. You can do so in one of three ways.
   First, you can send a written notice to our Corporate Secretary
     stating that you would like to revoke your proxy. Second, you can
         submit a new, timely proxy by the Internet, telephone or mail. Third,
         you can attend the annual meeting and vote in person. Your attendance
        alone will not revoke your proxy. If you have instructed a broker to
          vote your shares, you must follow directions received from your broker
to change those instructions.                               

Q:        IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER   
VOTE MY SHARES FOR ME?                                      

A:        Your broker will vote your shares only if you provide instructions on 
    how to vote by following the information provided to you by your
broker.                                                     

Q:        WHO CAN HELP ANSWER MY QUESTIONS?                                     

A:        If you have more questions about the merger agreement or the          
         transactions contemplated by the merger agreement, you should contact
      Eugene I. Gordon, Ph.D., Chairman of the Board and Chief Executive
         Officer, Medjet Inc., 1090 King Georges Post Road, Suite 301, Edison,
New Jersey 08837, telephone: (732) 738-3990, ext. 17.       

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 MEDJET INC.
 1090 KING GEORGES POST ROAD
 SUITE 301
EDISON, NEW JERSEY 08837
 -----------------------

 PROXY STATEMENT

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

 GENERAL

   This proxy statement is being furnished to our stockholders in connection
with the solicitation of proxies by our board of directors for use at our annual
meeting of stockholders. This proxy statement and the other enclosed documents  
are first being mailed on or about May 10, 2002 to all stockholders entitled to 
vote at the annual meeting. In addition to solicitation by mail, our officers   
and directors may solicit proxies by telephone or personal interview.           

RECORD DATE; STOCK ENTITLED TO VOTE; QUORUM                                     

 Only holders of record of our common stock and our series B convertible
preferred stock as of the close of business on May 3, 2002, the record date, are
entitled to notice of, and to vote at, the annual meeting. On the record date,  
3,901,431 shares of our common stock were issued and outstanding and held by    
approximately 54 stockholders of record and 10,400 shares of our series B       
convertible preferred stock were issued and outstanding and held by one         
stockholder of record.                                                          

   Holders of our common stock are entitled to one vote on each matter to be
considered and voted upon at the annual meeting for each share held. Holders of 
our series B convertible preferred stock are entitled to cast the number of     
votes equal to the number of shares of common stock into which their shares of  
series B convertible preferred stock can be converted. Each share of our series 
B convertible preferred stock is currently convertible into 100 shares of common
stock. Stockholders may not cumulate their votes for the election of directors. 

  A majority of the shares of our capital stock issued and outstanding and
entitled to vote on the record date must be represented in person or by proxy at
the annual meeting in order for a quorum to be present. Abstentions and broker  
"non-votes" count as present for establishing a quorum.                         

VOTES REQUIRED                                                                  

     The election of our board of directors will require the affirmative vote of
a plurality of the votes represented by the outstanding shares of our common    
stock and the outstanding shares of our series B convertible preferred stock    
present in person or represented by proxy and entitled to vote and voting as a  
single class.                                                                   

    Approval and adoption of the merger agreement will require the affirmative
vote of a majority of the votes represented by the outstanding shares of our    
common stock and the outstanding shares of our series B convertible preferred   
stock voting as a single class. As a result, abstentions and broker non-votes   
will have the effect of votes against the merger agreement.                     

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VOTING BY OUR DIRECTORS AND OFFICERS AND BY VISX                                

 At the close of business on the record date, our directors and officers
owned and were entitled to vote 1,645,787 shares of our common stock, which     
represented approximately 42% of the shares of our common stock outstanding on  
that date. Eugene I. Gordon, Ph.D., our Chairman of the Board and Chief         
Executive Officer, has entered into a voting agreement with VISX to vote his    
shares in favor of the merger agreement. On the record date, Dr. Gordon owned   
1,596,787 shares of our common stock and held immediately exercisable options   
and warrants to acquire an additional 242,500 shares of our common stock. Each  
of our directors and officers has indicated his or her present intention to     
vote, or cause to be voted, their shares in favor of the merger agreement.      

In addition, VISX currently owns all 10,400 shares of our series B    
convertible preferred stock, which are entitled to an aggregate of 1,040,000    
votes, or approximately 21% of the voting power of our capital stock. Together, 
our directors and officers and VISX are entitled to an aggregate of 2,685,787   
votes, or approximately 54% of the voting power of our capital stock. AS A      
RESULT, OUR DIRECTORS AND OFFICERS AND VISX, ACTING TOGETHER, HAVE THE ABILITY  
TO CONTROL THE OUTCOME OF THE ELECTION OF DIRECTORS AND THE VOTE TO APPROVE AND 
ADOPT THE MERGER AGREEMENT AT THE ANNUAL MEETING.                               

VOTING OF PROXIES                                                               

 All shares of our common stock represented by properly executed proxies
received in time for the annual meeting will be voted at the annual meeting in  
the manner specified in the proxies. If no instructions are indicated, shares   
represented by proxy will be voted "FOR" the election of the six nominees named 
in this proxy statement to serve on our board of directors until the 2003 annual
meeting, "FOR" the approval and adoption of the merger agreement and, in the    
discretion of the proxyholders, as to any other matters which may properly be   
presented at the annual meeting.                                                

 We do not expect that any matters other than the proposals to elect six
directors and approve and adopt the merger agreement will be brought before the 
annual meeting. If, however, other matters are properly presented at the annual 
meeting, the persons named as proxies will vote in accordance with their        
judgment.                                                                       

HOW TO VOTE BY PROXY                                                            

You may vote using one of the following methods:                      

 o    INTERNET. You may vote by the Internet by going to the website for
 Internet voting listed on your proxy card. If you vote by the
Internet, you should not return your proxy card.            

o    TELEPHONE. You may vote by telephone by calling the toll-free    
      telephone number on your proxy card. If you vote by telephone, you
should not return your proxy card.                          

o    MAIL. You may vote by mail by marking your proxy card, dating and
       signing it, and returning it in the postage-paid envelope provided.

REVOCABILITY OF PROXIES                                                         

 The grant of a proxy does not preclude you from voting in person at the
annual meeting. You may revoke a proxy at any time prior to the annual meeting  
by sending a written notice to our Corporate Secretary stating that you would   
like to revoke your proxy, submitting a new, timely proxy by the Internet,      
telephone or mail or attending the annual meeting and voting in person.         
Attendance at the                                                               

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annual meeting will not, in and of itself, revoke a proxy. A stockholder whose  
shares are held in the name of its broker, bank or other nominee must bring a   
legal proxy from its broker, bank or other nominee to the annual meeting in     
order to vote in person.                                                        

DEADLINE FOR VOTING BY PROXY                                                    

Votes cast must be received prior to the annual meeting in order to be
counted. Revocations must be received by us prior to the annual meeting to be   
effective.                                                                      

SOLICITATION OF PROXIES                                                         

Pursuant to the merger agreement, VISX will bear all costs of the     
solicitation of proxies. Brokerage firms will be reimbursed for their expenses  
in forwarding proxy materials to beneficial owners of our common stock.         

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 SUMMARY

This summary highlights selected information from this proxy statement
relating to the proposed merger and may not contain all of the information that 
is important to you. To understand the proposed merger fully and for a more     
complete description of the legal terms of the proposed merger, you should read 
this document carefully as well as the documents to which we refer you. See     
"Where You Can Find More Information" on page 42.                               

THE COMPANIES                                                                   

MEDJET INC.                                                                     
1090 King Georges Post Road                                                     
Suite 301                                                                       
Edison, New Jersey  08837                                                       
Telephone:  (732) 738-3990                                                      

     Medjet Inc., a Delaware corporation, is a medical device company engaged in
the research and development of microjet technology, primarily for use in       
ophthalmic surgery. We have developed a proprietary technology platform for     
vision-correction surgery of the cornea. Our technology is based on             
small-diameter, liquid microjets moving at supersonic speeds. We currently have 
eight issued U.S. patents (and four corresponding foreign patents) with         
additional U.S. and foreign patents pending.                                    

  Our website is located at www.medjetinc.com. We refer you to our website
for informational purposes only, and the contents of our website shall not be   
deemed to be included in this proxy statement.                                  

VISX, INCORPORATED                                                              
3400 Central Expressway                                                         
Santa Clara, California  95051                                                  
Telephone:  (408) 733-2020                                                      

 VISX, a publicly traded company whose common stock is listed on the New
York Stock Exchange under the symbol "EYE," is the worldwide leader in the      
development of technology for laser vision correction. VISX systems are         
commercially available in the U.S. and markets throughout the world.            

   VISX's website is located at www.visx.com. We refer you to VISX's website
for informational purposes only, and the contents of VISX's website shall not be
deemed to be included in this proxy statement.                                  

ORION ACQUISITION CORP.                                                         
3400 Central Expressway                                                         
Santa Clara, California  95051                                                  
Telephone:  (408) 733-2020                                                      

Orion Acquisition Corp. is a newly-formed Delaware corporation that is
wholly-owned by VISX. Orion Acquisition Corp. was incorporated on August 14,    
2001 in preparation for the proposed merger and has not conducted any business  
activities to date.                                                             

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THE MERGER                                                                      

    The merger agreement provides that Orion Acquisition Corp., a wholly-owned
subsidiary of VISX, will merge with and into us, and as a result, we will become
a wholly-owned subsidiary of VISX. As a result of the merger, each outstanding  
share of our common stock automatically will be canceled and converted into the 
right to receive $2.00 in cash, without interest and less any applicable        
withholding tax, except for shares of our common stock held by stockholders who 
properly perfect their appraisal rights under Delaware law, which shares will be
subject to appraisal to determine their "fair value" in accordance with Delaware
law, exclusive of any element of value arising from the expectation or          
completion of the merger.                                                       

     In addition, all outstanding options and warrants to purchase shares of our
common stock will become fully exercisable and will be automatically converted  
into the right to receive an amount in cash equal to the difference between     
$2.00 and the exercise price per share (if less than $2.00) of our common stock 
underlying the option or warrant multiplied by the total number of shares of our
common stock underlying the option or warrant (other than warrants held by      
VISX). VISX will not pay any amounts with respect to any options or warrants    
that have an exercise price equal to or greater than $2.00. Options and warrants
not exercised before the effective time of the merger will be canceled and      
extinguished.                                                                   

    The full text of the merger agreement is attached as Annex A to this proxy
statement. We encourage you to read the merger agreement as it is the legal     
document that governs the proposed merger.                                      

RECOMMENDATION OF OUR BOARD OF DIRECTORS                                        

Our board of directors has unanimously determined that the merger     
agreement, including the price and other terms, and the transactions            
contemplated by the merger agreement, taken as a whole, are fair and reasonable,
and in the best interests of Medjet and our stockholders. Our board unanimously 
recommends that all Medjet stockholders vote FOR the approval and adoption of   
the merger agreement.                                                           

INTERESTS OF OUR DIRECTORS AND OFFICERS IN THE MERGER                           

 When you consider the recommendation of our board of directors that you
vote in favor of the approval and adoption of the merger agreement, you should  
be aware that a number of our directors and officers have interests in the      
merger that are in addition to the interests of stockholders generally. In      
particular, certain of our directors and officers will benefit from the         
accelerated vesting of their stock options as a result of the merger.           

CONDITIONS TO THE COMPLETION OF THE MERGER                                      

    We and VISX will not complete the merger unless a number of conditions are
satisfied or waived. These include:                                             

    o    the absence of any legal prohibition on the completion of the merger;

o    the approval of the merger agreement by our stockholders;        

  o    the material accuracy, as of the closing date of the merger, of all
     representations and warranties contained in the merger agreement;

 o    the material performance by each of us, VISX and Orion Acquisition
          Corp. of the agreements and covenants required to be performed by each
         of us, VISX and Orion Acquisition Corp. at or prior to the closing of
the merger;                                                 

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o    the receipt of all requisite third party approvals, consents and 
waivers;                                                    

o    the resignation of each of our directors;                        

o    the absence of any event or condition that has had or is         
       reasonably likely to have a material adverse effect on us since the
date of the merger agreement;                               

  o    the cancellation of all our outstanding stock options and warrants;
and                                                         

o    the absence of all material liens on our property.               

     In any event, even if all of the conditions to the completion of the merger
are satisfied, VISX may decide, in its sole discretion, not to proceed with the 
merger.                                                                         

TERMINATION OF THE MERGER AGREEMENT                                             

 We and VISX may agree by mutual written consent to terminate the merger
agreement. In addition, we or VISX may terminate the merger agreement if:       

o    the merger has not been completed by August 17, 2002, except that
         neither party may terminate the merger agreement under this provision
     if the failure to complete the merger by that date was due to any
          action or failure to act on the part of the party seeking to terminate
the merger agreement;                                       

o    a governmental authority takes a final action that prohibits the 
merger from being completed; or                             

o    our stockholders do not approve the merger agreement.            

We may terminate the merger agreement if:                             

o    our board of directors withdraws its recommendation of the merger
          agreement in response to a superior proposal after determining in good
       faith that the failure to withdraw the recommendation would violate
      our board's fiduciary duty to our stockholders and after complying
with procedures set forth in the merger agreement; or       

o    either VISX or Orion Acquisition Corp. breaches any of its       
         representations, warranties, covenants or agreements contained in the
      merger agreement, or if any of their representations or warranties
        become inaccurate, to the extent that the breach or inaccuracy would
          result in our suffering a material adverse effect, except that if VISX
        is capable of curing the inaccuracy, we may not terminate the merger
agreement if VISX cures the breach within 30 days.          

VISX may terminate the merger agreement if:                           

o    VISX decides not to complete the merger for any or no reason;    

    o    our board of directors withdraws or changes its recommendation of the
         approval of the merger agreement whether or not it is permitted to do
so by the merger agreement;                                 

o    we fail to comply with the provisions in the merger agreement    
         prohibiting us from soliciting takeover proposals from third parties;

     o    a takeover proposal is announced or becomes publicly known and, within
         10 days thereafter, our board of directors fails to recommend against
acceptance of the proposal, fails to                        

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         reconfirm its approval and recommendation of the merger agreement, or
resolves to take any of these actions; or                   

o    if we breach any of our representations, warranties, covenants or
  agreements contained in the merger agreement, or if any of our
        representations or warranties becomes inaccurate, to the extent that
      the breach or inaccuracy would result in VISX suffering a material
adverse effect, except that if we are capable of curing the 
          inaccuracy, VISX may not terminate the merger agreement if we cure the
breach within 30 days.                                      

Although our board of directors may withdraw its recommendation of the
merger agreement in response to a superior proposal if our board determines in  
good faith that the failure to withdraw the recommendation would violate our    
board's fiduciary duty to our stockholders, we are still obligated to call, give
notice of, convene and hold the annual meeting. Through its ownership of our    
series B convertible preferred stock and the written agreement of Dr. Gordon to 
vote his shares in favor of the merger agreement, VISX will control             
approximately 54% of the voting power of our capital stock at the annual        
meeting. As a result, VISX will effectively control the outcome of the vote on  
the approval and adoption of the merger agreement, even if our board of         
directors determines in good faith that a superior proposal from a third party  
exists.                                                                         

EFFECTS OF TERMINATION                                                          

We have agreed to pay VISX a termination fee of $500,000 if:          

    o    any person makes a takeover proposal to us or to our stockholders, or
      publicly announces a takeover proposal concerning us, the takeover
         proposal is not withdrawn, the merger agreement is terminated for our
         failure to obtain stockholder approval, and within one year after the
  merger agreement is terminated, any acquisition transaction is
     completed or we enter into any acquisition agreement with a third
party;                                                      

  o    VISX terminates the merger agreement because our board of directors
         withdraws or changes its recommendation of the approval of the merger
agreement;                                                  

  o    VISX terminates the merger agreement because we fail to comply with
         the provisions in the merger agreement prohibiting us from soliciting
takeover proposals from third parties;                      

o    VISX terminates the merger agreement after a takeover proposal is
    announced or becomes publicly known and, within 10 business days
 thereafter, our board of directors fails to recommend against
   acceptance of the proposal, fails to reconfirm its approval and
      recommendation of the merger agreement, or resolves to take any of
these actions; or                                           

   o    we terminate the merger agreement pursuant to the provision allowing
       our board of directors to withdraw its recommendation of the merger
          agreement in response to a superior proposal after determining in good
       faith that the failure to withdraw the recommendation would violate
our board's fiduciary duty to our stockholders.             

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    Pursuant to a voting and stock option agreement, Dr. Gordon has granted to
VISX an option to purchase all shares of our common stock owned by Dr. Gordon at
a purchase price of $2.00 per share and all options to purchase shares of our   
common stock held by Dr. Gordon at a purchase price equal to the difference     
between $2.00 and the exercise price per share (if less than $2.00) of each     
option. VISX may exercise this option if:                                       

   o    the merger agreement is terminated pursuant to any of the provisions
       listed in the five bullet points above on page 7, any of which will
trigger our obligation to pay VISX a termination fee; or    

o    prior to the termination of the merger agreement, VISX makes, or 
  indicates in writing its willingness to make, sufficient funds
        available to complete the merger and attempts to complete the merger
    pursuant to the merger agreement, but is unable to do so for any
reason.                                                     

This option will terminate upon the earliest of:                      

o    the effective time of the merger;                                

   o    the termination of the merger agreement for reasons other than those
    described in the five bullet points on page 7, any of which will
trigger our obligation to pay VISX a termination fee; or    

    o    20 days following the termination of the merger agreement pursuant to
         any of the provisions listed in the five bullet points on page 7, any
       of which will trigger our obligation to pay VISX a termination fee.

    Notwithstanding any of the foregoing termination provisions, if the option
cannot be exercised because of any legal prohibition, it will remain exercisable
until the earlier of (1) the date on which the prohibition becomes final, and   
(2) 5:00 p.m. Pacific time, on the tenth business day after the prohibition has 
been removed.                                                                   

VISX has agreed to pay us a termination fee if:                       

o    VISX terminates the merger agreement pursuant to the provision   
allowing it to do so for any or no reason; or               

o    VISX terminates the merger agreement pursuant to the provision   
       allowing it to do so if the merger has not been completed by August
        17, 2002 and the failure to complete the merger by that date was not
due to any action or failure to act on the part of VISX; or 

   o    we terminate the merger agreement pursuant to the provision allowing
       us to do so if the merger has not been completed by August 17, 2002
          and the failure to complete the merger by that date was not due to any
 action or failure to act on our part, except that VISX has no
       obligation to pay us a termination fee under this provision if VISX
        has given us written notice of termination as a result of our breach
        of any representation, warranty, covenant or agreement, prior to our
       termination of the merger agreement pursuant to this provision, and
any applicable cure period has not yet expired.             

The termination fee payable by VISX will be:                          

o    $200,000, if the termination occurs anytime before May 17, 2002; 

 o    $300,000, if the termination occurs anytime after May 17, 2002 and
before June 17, 2002;                                       

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  o    $400,000, if the termination occurs anytime after June 17, 2002 and
before July 17, 2002; and                                   

o    $500,000, if the termination occurs after July 17, 2002.         

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER                     

  Our stockholders generally will recognize gain or loss, for U.S. federal
income tax purposes, in an amount equal to the difference between $2.00 per     
share and a stockholder's adjusted tax basis for the shares of our common stock.
Generally, any capital gain or loss will be long-term if our common stock has   
been held by a stockholder for more than one year. Our stockholders are urged to
consult their own tax and other advisors as to the tax consequences of the      
proposed merger to them under federal, state, local or any other applicable law.

APPRAISAL RIGHTS                                                                

     Under Delaware law, holders of our common stock who do not vote in favor of
the merger and who fully comply with the requirements of Delaware law will have 
the right to an appraisal of their common stock and to receive a cash payment   
for their shares.                                                               

PRICE RANGE OF OUR COMMON STOCK                                                 

Our common stock is quoted on the OTC Bulletin Board under the symbol 
"MDJT.OB". On August 17, 2001, the last trading day before the public           
announcement of the execution of the merger agreement, the high and low bid     
quotations for our common stock, as reported on the OTC Bulletin Board, were    
$1.23 and $1.01, respectively, and the closing sale price was $1.05. On May 3,  
2002, the closing price for shares of our common stock, as reported on the OTC  
Bulletin Board, was $             .                                             

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 ELECTION OF DIRECTORS
(PROPOSAL 1)

    Our board of directors has nominated each of the persons listed below as a
director to serve until our next annual meeting of stockholders and until his   
successor is elected and qualified or until his earlier resignation or removal. 
Each nominee is currently a member of our board of directors. All of the        
nominees have indicated a willingness to serve as directors, but if for any     
reason any nominee should be unavailable to serve as a director at the time of  
the annual meeting, a contingency which we do not expect, the proxies will be   
voted for a nominee who shall be designated by our board in his place.          

  OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
FOR SUCH NOMINEES.                                                              

The following sets forth biographical and other information about the 
nominees.                                                                       

EUGENE I. GORDON, PH.D., age 71, is our founder and has served as our 
Chairman of the Board, Chief Executive Officer and a director since our         
inception in December 1993. Dr. Gordon is an inventor of our hydro-epithelial   
keratoplasty, hydro-therapeutic keratoplasty and hydro-refractive keratoplasty  
keratome technology. 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 served as an adjunct professor in the Department of      
Electrical and Computer Engineering at the New Jersey Institute of Technology   
from 1990 to 1994. He is a member of the National Academy of Engineering.       

   EDWARD E. DAVID, JR., SC.D., age 77, has served as a director since 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. Dr. David currently serves on the board of directors of Protein    
Polymer Technologies Inc. and Spacehab, Inc. He is a member of the National     
Academy of Engineering.                                                         

WILLIAM C. HITTINGER, age 79, has served as a director since 1999. Mr.
Hittinger has been a business consultant since his retirement in 1986 as an     
Executive Vice President of RCA Corporation. 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.                    

RONALD B. ODRICH, D.D.S., age 70, has served as a director since 1999.
Since 1963, Dr. Odrich has 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, New  
York. Dr. Odrich has held 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. Dr. Odrich
is a Diplomate of the American Academy of Periodontology and a member of the    
Academy of Osseointegration, the American Academy of Implantology and the       
American Dental Association.                                                    

  ELIAS SNITZER, PH.D., age 76, has served as a director since 1999. Since
1989, Dr. Snitzer has served as a Professor and Professor Emeritus of Ceramic   
Science and Engineering at Rutgers University. Since 1995, Dr. Snitzer has been 
President of Photo Refractive Enterprises, Inc., an optical fiber waveguide     
equipment developer and marketer. Dr. Snitzer is a member of the National       
Academy of Engineering.                                                         

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   TIMOTHY R. MAIER, age 53, has served as a director since August 2001. Mr.
Maier has been Executive Vice President, Chief Financial Officer and Treasurer  
of VISX since December 1999, prior to which he had been Vice President, Chief   
Financial Officer and Treasurer since June 1995. From 1991 to June 1995, he     
served as Vice President and Chief Financial Officer of GenPharm International, 
Inc., a privately held international biotechnology company.                     

   There are no family relationships among any of our directors or officers.
However, Dr. Ronald B. Odrich, one of our directors, is the father of Dr. Marc  
Odrich, the Medical Director of VISX. Mr. Timothy Maier was appointed to our    
board of directors pursuant to an agreement entered into between us and VISX in 
connection with the execution of the merger agreement. There are no other       
arrangements between any director and any other person pursuant to which the    
director was selected.                                                          

BOARD OF DIRECTORS COMMITTEES AND MEETINGS                                      

   Our board of directors has two standing committees: the finance and audit
committee and the compensation committee. Our board does not have a standing    
nominating committee. Neither the finance and audit committee nor the           
compensation committee held any meetings during 2001.                           

    The finance and audit committee currently consists of Dr. Edward E. David,
Jr. and William C. Hittinger. The finance and audit committee's purpose is to   
oversee our internal and independent auditors and to assist our board of        
directors in fulfilling its oversight responsibilities on matters relating to   
accounting, financial reporting, internal controls and auditing.                

   The compensation committee currently consists of Dr. Ronald B. Odrich and
Dr. Elias Snitzer. The compensation committee's purpose is to advise and consult
with management and our board of directors in the review of the compensation of 
our directors and officers and in the administration of our stock option plan.  

 Our board of directors held eleven meetings in 2001. Each member of our
board of directors attended at least 75% of the aggregate number of meetings of 
our board during 2001.                                                          

FINANCE AND AUDIT COMMITTEE REPORT                                              

Our board of directors has appointed a finance and audit committee    
consisting of two directors. Each of the members of the finance and audit       
committee is "independent" as defined under the National Association of         
Securities Dealers' listing standards. Our board of directors has adopted a     
written charter with respect to the finance and audit committee's roles and     
responsibilities. A copy of the charter is attached as Annex C to this proxy    
statement.                                                                      

     All members of our board of directors, including the members of the finance
and audit committee, receive various financial statements and reports from us on
a monthly basis. This financial information is reviewed and discussed at        
regularly scheduled meetings of our board of directors. In addition, in         
fulfilling its oversight responsibilities, the finance and audit committee      
reviewed and discussed our audited financial statements for the fiscal year     
ended December 31, 2001 with our management and Rosenberg Rich Baker Berman and 
Company, our independent auditors. The finance and audit committee also         
discussed with Rosenberg Rich Baker Berman and Company the matters required to  
be discussed by Statement on Auditing Standards No. 61, COMMUNICATIONS WITH     
AUDIT COMMITTEES. This included a discussion of our independent auditors'       
judgments as to the quality, not just the acceptability, of our accounting      
principles and the other matters that generally accepted auditing standards     
require to be discussed with the finance and audit committee. The finance and   
audit committee also received the written disclosures and the letter from       
Rosenberg Rich Baker Berman and Company                                         

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required by Independent Standards Board Standard No. 1, INDEPENDENCE DISCUSSION 
WITH AUDIT COMMITTEES, and discussed the independence of Rosenberg Rich Baker   
Berman and Company with that firm.                                              

     Based on the finance and audit committee's review and the discussions noted
above, the finance and audit committee recommended to our board of directors and
our board approved, the inclusion of our audited financial statements in our    
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 for    
filing with the SEC.                                                            

                                      FINANCE AND AUDIT COMMITTEE OF THE
                      BOARD OF DIRECTORS

                        Edward E. David, Jr.
                        William C. Hittinger

COMPENSATION OF DIRECTORS                                                       

Directors who are also our officers or employees receive no additional
compensation for service as members of our board of directors or any committee  
of our board. Each director who is not an employee of us or VISX generally      
receives an annual grant of non-qualified stock options to purchase 10,000      
shares of our common stock. Each option is granted at an exercise price equal to
the fair market value per share of our common stock on the date of grant,       
expires ten years from the date of grant, and vests upon the earlier of one year
from the date of grant or the day immediately preceding the subsequent annual   
meeting of stockholders, provided that the director has served on our board     
through that date. Non-employee directors are also reimbursed for out-of-pocket 
expenses incurred in connection with attendance of meetings of our board. In    
2000, Drs. David, Odrich and Snitzer and Mr. Hittinger each received options to 
purchase 10,000 shares of our common stock at an exercise price of $0.74 per    
share. In 2001, Drs. David, Odrich and Snitzer and Mr. Hittinger each received  
options to purchase 10,000 shares of our common stock at an exercise price of   
$0.25 per share.                                                                

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE                                                      

    The following table sets forth information regarding the compensation paid
by us for the years ended December 31, 2001, 2000 and 1999 to our Chairman of   
the Board and Chief Executive Officer. No other executive officer's salary and  
bonus compensation exceeded $100,000 during the last fiscal year.               

                                                        [Enlarge/Download Table]

                           SUMMARY COMPENSATION TABLE                                                       

                                                                                  LONG TERM                 
                                                                                 COMPENSATION               
                                                                                 ------------               
                                                                                     AWARDS                 
                                                                                 ------------               
                                                                                   SECURITIES    ALL OTHER  
                                                         ANNUAL COMPENSATION       UNDERLYING   COMPENSATION
                                                      ------------------------                              
NAME AND PRINCIPAL POSITION               YEAR          SALARY($)     BONUS($)     OPTIONS/(#)     ($)(1)   
---------------------------               ----        ---------      ---------  --------------  ----------  

                                                                                                            
Eugene I. Gordon, Ph.D.                   2001         171,963           -             -           1,174    
  Chairman of the Board and               2000         170,000       20,000            -           1,174    
  Chief Executive Officer                 1999         141,667       20,000          150,000       1,524    
-------------                                                                                               
(1)   Represents premiums paid for life insurance polices.                                                  


OPTION GRANTS                                                                   

No options to purchase shares of our common stock were granted to Dr. 
Gordon during 2001.                                                             

OPTION EXERCISES AND YEAR-END OPTION VALUES                                     

The following table sets forth certain information concerning option  
holdings as of December 31, 2001 by Dr. Gordon.                                 

                                                        [Enlarge/Download Table]


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR                                                       
                        AND FISCAL YEAR-END OPTION VALUES                                                              

                                                                 NUMBER OF SECURITIES          VALUE OF UNEXERCISED    
                                   SHARES                       UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS    
                                 ACQUIRED                        OPTIONS AT FY-END(#)              AT FY-END($)        
                                    ON            VALUE       ----------------------------  -------------------------- 
            NAME                EXERCISE(#)     REALIZED($)   EXERCISABLE    UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
            ----                -----------     -----------   -----------    -------------  -----------   -------------

                                                                                                                       

Eugene I. Gordon, Ph.D.              -               -          175,844        16,656            -              -      


EMPLOYMENT AGREEMENT                                                            

   In March 1999, we entered into a three-year employment agreement with Dr.
Gordon, our Chairman of the Board and Chief Executive Officer, which was        
subsequently amended in March 2002 to extend the term of the agreement through  
March 15, 2003. The agreement provides for 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 our board of directors (without the participation of Dr. Gordon)  
in its sole discretion. Our board of directors (without the participation of Dr.
Gordon) may increase such base compensation in its sole discretion. Under the   
original agreement, we also issued to Dr. Gordon options to purchase 150,000    
shares of our common stock at an exercise price of $0.89 per share, which was   
the fair market value per share of our common                                   

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stock on the date of grant. These options vested ratably over the initial       
three-year term of the employment agreement. In addition, in consideration for  
extending the term of the agreement, Dr. Gordon will be paid an inducement bonus
of $60,000 payable no later than ten days after the proposed merger with VISX is
either completed or terminated. VISX has agreed to pay this inducement bonus to 
Dr. Gordon. The agreement also provides for payment of up to one year's total   
compensation if Dr. Gordon's employment with us is terminated for any reason    
other than for cause, death or disability.                                      

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

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of our common stock as of the record date for the annual meeting by   
(i) each person known by us to own beneficially more than 5% of our common      
stock, (ii) each of our directors, (iii) our Chairman of the Board and Chief    
Executive Officer, and (iv) all of our directors and executive officers as a    
group. Except as indicated in the footnotes to this table, each beneficial owner
named in the table has sole voting and investment power with respect to the     
shares set forth opposite the beneficial owner's name.                          

                                                        [Enlarge/Download Table]


                                                               SHARES BENEFICIALLY  PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                                  OWNED           CLASS   
------------------------------------                           -------------------  ----------

                                                                                              
VISX, Incorporated............................................    3,725,000 (1)       48.8%   
   3400 Central Expressway                                                                    
   Santa Clara, CA 95051                                                                      
Eugene I. Gordon..............................................    1,839,287 (2)       44.0%   
   1090 King Georges Post Road                                                                
   Suite 301                                                                                  
   Edison, NJ 08837                                                                           
Edward E. David, Jr...........................................      50,000 (3)          *     
William C. Hittinger..........................................      30,000 (4)          *     
Ronald B. Odrich..............................................      58,000 (5)          *     
Elias Snitzer.................................................      41,000 (5)          *     
Timothy R. Maier..............................................          -               -     
All directors and executive officers as a group (7 persons)...    2,047,594 (6)       47.6%   

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


*    Less than 1% of our common stock.                                          

(1)  Consists of 1,040,000 shares of our common stock issuable upon conversion  
    of 10,400 shares of our series B convertible preferred stock and 2,685,000
   shares issuable upon exercise of currently exercisable warrants. Does not
   include an aggregate of 1,839,287 shares beneficially owned by Dr. Gordon
  that are subject to a voting and stock option agreement between VISX and
Dr. Gordon.                                                           

(2)  Includes 242,500 shares issuable upon exercise of currently exercisable    
     options and warrants. Dr. Gordon has entered into a voting and stock option
agreement with VISX pursuant to which, among other things, Dr.        

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Gordon has agreed to vote his shares of common stock in favor of the  
    approval and adoption of the merger agreement and has granted VISX a proxy
to vote his shares in this manner.                                    

(3)  Includes 40,000 shares issuable upon exercise of currently exercisable     
options.                                                              

(4)  Consists of shares issuable upon exercise of currently exercisable options.

(5)  Includes 30,000 shares issuable upon exercise of currently exercisable     
options.                                                              

(6)  Includes 401,807 shares issuable upon exercise of options and warrants     
exercisable within 60 days of the record date.                        

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934 requires our     
directors, executive officers and persons who beneficially own more than 10% of 
our common stock to file reports of ownership and changes in ownership with the 
SEC and to furnish us with copies of all such reports they file. Based on our   
review of the copies of such forms received by us, or written representations   
from certain reporting persons, we believe that during 2001 all such reports    
were timely filed, except that a Form 3 for Cheryl Blake was filed late, the    
grant of an option in each of 1999 and 2000, as well as the repricing of an     
option in 2000, to Edward David were reported late, the grant of an option in   
each of 1999 and 2000 to William Hittinger were reported late, the grant of an  
option in 2000 to Ronald Odrich was reported late and the grant of an option in 
2000 to Elias Snitzer was reported late.                                        

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THE MERGER
(PROPOSAL 2)

BACKGROUND OF THE MERGER                                                        

    In late 1994, Dr. Marc Odrich, VISX's Medical Director, and Terry Clapham,
VISX's Vice President of Engineering, met with Dr. Eugene Gordon, our Chairman  
and Chief Executive Officer, at an American Academy of Ophthalmology meeting.   
Dr. Odrich had known Dr. Gordon as a former patient. Dr. Odrich is also the son 
of Ronald Odrich, one of our directors. The three discussed our waterjet        
technology and its application to vision correction surgery, particularly the   
use of our technology in the first surgical step, which is the removal of a thin
circular layer of tissue from the front surface of the cornea. The informal     
technical relationship between Dr. Odrich and Dr. Gordon continued with random  
meetings, usually at major ophthalmology conferences.                           

    In the fall of 1996, shortly after our initial public offering, Dr. Gordon
began having discussions with James McCollum, VISX's Vice President of          
Marketing. Mr. McCollum visited us on December 1, 1996 and shortly thereafter   
submitted a proposal to us for a licensing agreement and an investment by VISX  
in Medjet. This proposal led to a series of cross visits between staff members  
at VISX and Medjet. Discussions relating to a potential business relationship   
among Mr. McCollum and Timothy R. Maier, VISX's Executive Vice President, Chief 
Financial Officer and Treasurer, on the one hand and Dr. Gordon on the other    
hand lasted into early 1998. Jane E. Jablons of Kelley Drye & Warren LLP, our   
corporate counsel, also participated. Robert Donovan, a member of our board of  
directors at the time, who had been interviewed by VISX earlier as a candidate  
for a position as President of Pillar Point (the VISX - Summit Technology joint 
venture) also interacted with VISX. However, we and VISX were unable to reach   
mutually satisfactory terms.                                                    

    In July 1998, we concluded a licensing agreement with Alcon Universal Ltd.
(successor by assignment from Nestle S.A.). This effectively ended our          
discussions with VISX.                                                          

     Alcon terminated this licensing agreement in December 1999, and discussions
with VISX started again. Dr. Steve Trokel, a VISX consultant, and Dr. Odrich    
made a visit to us on January 21, 2000. At that point, VISX indicated that our  
technology was exciting and promising but that VISX would not commence serious  
business discussions with us until we could demonstrate a complete              
microkeratome, which is a medical device used to produce thin layers of tissue  
in the cornea, that VISX could study in detail.                                 

During this timeframe, we received private financing from Adam Smith &
Company, Inc. and, as a result, we were able to undertake a serious development 
effort. We achieved a credible working device by the summer of 2000. However,   
the funding received, $1.3 million, was limited and the terms were dilutive. At 
that point, our board of directors began to think positively about strategic    
alternatives available to our company.                                          

     Dr. Odrich visited us on September 7, 2000 and the successful demonstration
was sufficient to continue VISX's interest in us. Thereafter, Dr. Odrich visited
us regularly, measuring progress, inputting human factors needs and sharing his 
thinking on the requirements for the next generation device. He asked that the  
device be modified so that no water left the device during a procedure, which   
was achieved.                                                                   

On November 27, 2000, Mark Logan, VISX's Chairman and Chief Executive 
Officer, Liz Davila, VISX's President, and Dr. Odrich visited our facility and  
discussed the various business possibilities open to VISX and to us. On February
5, 2001, Mr. Logan, Dr. Odrich and Dr. Gordon met in New York City. Mr. Logan   
proposed that VISX would fund our research and development for six months, with 
an option                                                                       

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to acquire us after the six-month trial period ended. Mr. Logan expressed that  
VISX's preference for an option rather than an outright purchase was concern    
about the compatibility of our microkeratome device with laser photoablation.   
Although Dr. Gordon was skeptical of the possibility for such a problem, he     
could not dismiss it. Dr. Gordon agreed to the option concept as a working      
template and then serious negotiations began.                                   

On February 27, 2001, a VISX group consisting of Joaquin Wolfe, Vice  
President of Marketing, Derek Bertocci, Vice President/Controller, Mr. Clapham, 
now a VISX consultant (the former Vice President of Engineering), and Dr.       
Trokel, visited us for a demonstration of our microkeratome device.             

 On March 14, 2001, Mr. Bertocci and Mr. Maier visited us and proposed a
transaction between VISX and us pursuant to which VISX would have a two-year    
option to acquire Medjet through a merger involving the payment by VISX of an   
aggregate consideration of $10 million in cash in exchange for all of our       
outstanding securities. After deducting the portion of the purchase price       
allocable to our shares of series B convertible preferred stock and our         
outstanding options and warrants, this proposal effectively provided for the    
payment of $1.88 per share of our common stock. On March 14, 2001, the market   
price of our common stock was $0.95 per share. VISX also proposed entering into 
a research and development agreement with us whereby they would fund the        
development of our microkeratome in the interim two-year period. Under this     
proposed agreement, VISX would provide periodic funding of up to approximately  
$4 million over the two-year period subject to Medjet's achievement of specific 
product development milestones. Our board of directors rejected this proposal on
the basis of the effective offered price per share of our common stock, the     
extended term of the option to complete the transaction and VISX's ability to   
opt out of the transaction, leaving us with no working capital and the potential
of not being able to obtain further financing. However, with that proposal as a 
beginning, Mr. Bertocci and Dr. Gordon entered a period of intense negotiation. 

   During this period, we were operating with a loan provided by Dr. Gordon,
reduced salaries for our staff and incurred considerable debt. However, no      
employees left us or were let go, and we were able to preserve our experience   
and knowledge base. Moreover, we pursued alternative financing and explored     
possible strategic alternatives through numerous discussions with a variety of  
other companies in the medical technology industry and with representatives of  
private investment groups. We contacted most of these potential parties on our  
own initiative. While our board of directors was informed of material           
developments in these discussions, most of these discussions did not progress   
beyond informal meetings with members of management of these various companies  
and did not result in formal proposals. We received an informal proposal from   
management of one publicly traded company in the medical device industry. This  
proposal, however, was contingent upon the other company's stock price attaining
a certain level, which was never achieved. We also received an informal         
financing proposal on June 15, 2001 made on behalf of a private investor group, 
but the proposed price per share was based on our market price, which ranged    
from $0.63 to $0.90 during June 2001. Our board of directors did discuss this   
informal proposal but rejected it shortly after it was received, primarily      
because the proposed price per share was substantially less than the $2.00 per  
share proposal we received from VISX. With no additional equity or debt         
financing available to us, the potential of bankruptcy became a real concern.   

  We and VISX agreed on a term sheet on June 15, 2001. Shortly thereafter,
during the negotiation of the definitive merger agreement, in June 2001, VISX   
provided us with $200,000 of research and development funding in order to enable
us to maintain our existing level of operations as we continued to negotiate the
terms of the merger. During this time, VISX also negotiated the purchase of our 
series B convertible preferred stock and related warrants from the original     
purchasers.                                                                     

    On June 20, 2001, we entered into a standstill agreement with VISX whereby
we agreed not to solicit or participate in any negotiations with any third party
regarding any acquisition, merger or similar                                    

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extraordinary transaction involving us through July 31, 2001. On August 3, 2001,
we entered into a similar standstill agreement with VISX which effectively      
extended the term of the earlier agreement through September 15, 2001.          

       As contemplated by the term sheet, we agreed in principle to continue
our research and development activities regarding our waterjet technology at the
direction of VISX for the one-year period following the execution of the merger 
agreement, during which time VISX would have the sole option to decide whether  
or not to complete the merger. This agreement would be set forth in a separate  
research, development and experimental cost sharing agreement to be entered into
by VISX and us. This work would provide VISX with the opportunity to evaluate   
our waterjet technology in detail, while providing us with funding to maintain  
our existing level of operations during the one-year period. VISX agreed that   
they would provide us with this funding regardless of whether the merger was    
completed. In return, we agreed to add a provision to the merger agreement      
providing for our grant to VISX of warrants to purchase 1,320,000 shares of our 
common stock at an exercise price of $0.75 per share.                           

     VISX also agreed in principle to pay us an initial payment of $500,000 upon
execution of the merger agreement in consideration for VISX's right to terminate
the merger agreement for any or no reason during the one-year period following  
the date of its execution. We believed that receipt of this payment would allow 
us to pay various outstanding debts and, together with the research and         
development funding to be received from VISX, to continue our business          
operations.                                                                     

  On July 3, 2001, VISX's attorneys distributed first drafts of the merger
agreement and related agreements to us and our attorneys. From that point until 
the signing of the agreements on August 17, 2001, we, VISX and Dr. Gordon       
intensely negotiated the terms and conditions of the agreements between us and  
VISX and between Dr. Gordon and VISX through a series of telephone conferences  
and emails.                                                                     

Throughout this period of negotiations, Dr. Gordon kept our board of  
directors current with weekly written updates and one-on-one telephone          
discussions with board members. Our board of directors met monthly and the      
progress with VISX was described, discussed and evaluated, particularly in light
of our continuing financial problems. During this period, the material business 
terms of the merger agreement remained unchanged and were not the subject of    
further negotiation. Instead, the negotiations focused on the ability of our    
board of directors to consider proposals from third parties during the one-year 
period after the execution of the merger agreement.                             

  On July 19, 2001, VISX management made a presentation to VISX's board of
directors regarding the proposed transaction and the proposed agreements with   
Medjet. VISX's directors questioned VISX's management and discussed the proposed
transaction and agreements. The VISX board concluded that it would be advisable 
and in the best interests of VISX to enter into the agreements. Accordingly, the
VISX board authorized VISX's officers to take all actions necessary to enter    
into and consummate the agreements, including such changes and modifications as 
the officers deem appropriate.                                                  

  On August 13, 2001, our board of directors met by telephone and reviewed
with John Capetta of Kelley Drye & Warren LLP, our corporate counsel, various   
aspects and details of the agreements, including the provisions of the merger   
agreement setting forth the ability of our board to consider proposals from     
third parties during the one-year period after the execution of the merger. The 
board was advised in detail of the issues concerning the board's fiduciary      
duties with respect to granting VISX the one-year option to purchase us. Dr.    
Gordon also gave a detailed review of the attempts to find financing, and the   
interactions with other companies in attempts to find a strategic partner or a  
purchaser.                                                                      

On August 16, 2001, our full board of directors met by telephonic     
conference to review the various documents associated with the proposed merger. 
Mr. Capetta gave a detailed discussion of each                                  

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document. By unanimous vote, our board of directors approved the merger and the 
related agreements to which we would be a party.                                

On August 17, 2001, VISX entered into a share purchase agreement with 
certain of our securityholders pursuant to which VISX purchased the outstanding 
shares of our series B convertible preferred stock and related warrants to      
purchase an aggregate of 1,325,000 shares of our common stock at an exercise    
price of $3.50 per share for the same consideration paid by those               
securityholders. Simultaneously with the foregoing, we and VISX executed the    
merger agreement, the research, development and experimental cost sharing       
agreement and the various other agreements associated with the merger.          

OUR REASONS FOR THE MERGER; RECOMMENDATION OF OUR BOARD OF DIRECTORS            

   In reaching its decision to approve the merger agreement and to recommend
that our stockholders vote in favor of the approval and adoption of the merger  
agreement, our board consulted with our management team and advisors and        
independently considered a number of factors including the following:           

 o    the opportunity for our stockholders to receive $2.00 per share in
         cash, representing an approximately 90% premium over the market price
       for our common stock on the day prior to the public announcement of
the potential merger;                                       

o    the minimum $1.5 million of funding to be provided to us by VISX 
       pursuant to the research, development and experimental cost sharing
        agreement and the $500,000 initial payment to be made upon execution
      of the merger agreement, at a time when other sources of financing
were not available to us;                                   

    o    our inability to obtain equity financing on terms acceptable to us as
       a result of the low price (less the $1.00 per share) of and minimal
       daily trading volume (substantially less than 1% of our outstanding
 common stock) for our common stock on the OTC Bulletin Board;

    o    the lack of acceptable financing alternatives to the potential merger
with VISX available to us and our stockholders; and         

 o    our inability to generate significant revenue and to continue as a
    going concern without obtaining financing to further our product
      development efforts, thus causing bankruptcy to become an imminent
possibility.                                                

  Although our board considered obtaining an independent fairness opinion,
given the significant expense of obtaining a fairness opinion, the size of the  
premium offered for our common stock and the absence of other viable financing  
alternatives, the board decided not to obtain a fairness opinion.               

Furthermore, although our board recognized that certain officers and  
directors would have interests in the merger that would be in addition to or    
different from the interests of our stockholders generally and considered these 
interests, these interests were not a factor on which our board's decision to   
recommend that our stockholders vote in favor of the approval and adoption of   
the merger agreement was based.                                                 

     Our board also identified and considered the following potentially negative
factors in its deliberations concerning the merger:                             

o    the potential that the proposed merger with VISX might not occur 
      because VISX determines not to proceed with the merger, as VISX is
permitted to do for any reason or no reason, or             

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         because a condition to the merger cannot be satisfied, and the impact
        that might have on us, particularly if it comes at a time near or at
      the end of the one-year term of the research, development and cost
 sharing agreement, when VISX will not be obligated to provide
        additional funding to us and we have not been able to negotiate with
       any third parties because of the restrictions imposed by the merger
agreement;                                                  

    o    the fact that VISX, through its ownership of our series B convertible
          preferred stock, would continue to own approximately 21% of the voting
          power of our capital stock, and through its ownership of such stock as
        well as warrants to purchase an aggregate of 2,685,000 shares of our
         common stock, would continue to beneficially own approximately 49% of
        our common stock and would continue to hold a seat on our board even
        in the event that the proposed merger did not occur and the negative
          impact that might have on our ability to obtain financing from a third
party or find a third party willing to enter into a business
combination with us; and                                    

   o    the access to our confidential information that would be afforded to
         VISX in connection with the transaction, even though such information
       is subject to the terms of a confidentiality agreement between VISX
and us.                                                     

   The foregoing discussion of the information and factors considered by our
board is not intended to be exhaustive but includes all material factors        
considered by our board. In view of the variety of factors considered in        
connection with its evaluation of the merger agreement and the merger, our board
did not find it practicable to and did not quantify or otherwise assign relative
weight to the specific factors considered in reaching its determination. In     
addition, individual members of our board may have given different weight to    
different factors. None of the factors that our board considered in approving   
the merger agreement have been altered since the execution of the merger        
agreement.                                                                      

After careful consideration, our board of directors has unanimously   
determined that the merger agreement, including the price and other terms, and  
the transactions contemplated by the merger agreement, taken as a whole, are    
fair and reasonable, and in the best interest of Medjet and our stockholders.   

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR THE   
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.                                  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER           

  The following discussion summarizes the material U.S. federal income tax
consequences of the merger. This discussion is based on the Internal Revenue    
Code of 1986, applicable U.S. Treasury Regulations, administrative              
interpretations and court decisions as in effect as of the date of this proxy   
statement, all of which may change, possibly with retroactive effect.           

This discussion does not address all aspects of U.S. federal income   
taxation that may be important to a stockholder in light of that stockholder's  
particular circumstances or to a stockholder subject to special rules, such as: 

o    a stockholder who is a foreign person;                           

o    a financial institution or insurance company;                    

o    a tax-exempt organization;                                       

o    a dealer or broker in securities;                                

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o    a stockholder that holds its common stock as part of a hedge,    
       appreciated financial position, straddle or conversion transaction;

   o    a stockholder who acquired its common stock pursuant to the exercise
of employee stock options or otherwise as compensation; or  

   o    a stockholder that exercises its appraisal rights in connection with
the merger.                                                 

In addition, no information is provided in this proxy statement with  
respect to the tax consequences of the merger under any applicable foreign,     
state or local laws.                                                            

    This discussion of material federal income tax consequences is intended to
provide only a general summary, and is not a complete analysis or description of
all potential U.S. federal income tax consequences of the merger. This          
discussion does not address tax consequences that may vary with, or are         
contingent on, individual circumstances. Accordingly, we strongly urge each     
stockholder to consult the stockholder's own tax advisors to determine the      
particular U.S. federal, state or local or foreign income or other tax          
consequences to the stockholder of the merger.                                  

    The following will be the material U.S. federal income tax consequences of
the merger:                                                                     

 The receipt of cash by holders of our common stock in the merger or the
exercise of appraisal rights will be a taxable transaction for U.S. federal     
income tax purposes. Assuming that shares of our common stock held by a         
stockholder constitute capital assets, a holder of our common stock receiving   
cash in the merger generally will recognize capital gain or loss in an amount   
equal to the difference between $2.00 and the holder's adjusted tax basis in our
common stock. Any capital gain or loss generally will be long-term capital gain 
or loss if our common stock has been held by the holder for more than one year. 
If our common stock has been held by the holder for not more than one year, any 
gain or loss will generally be taxed as short-term capital gain or loss.        
Currently, long-term capital gain for non-corporate taxpayers is taxable at a   
maximum federal rate of 20%. The deductibility of capital losses is subject to  
limitations.                                                                    

    A non-corporate stockholder may be subject to backup withholding at a rate
of 30.5%, for payments made on or before December 31, 2001 and at a rate of 30% 
for payments made after December 31, 2001. However, backup withholding will not 
apply to a stockholder who either furnishes a correct taxpayer identification   
number and certifies that he or she is not subject to backup withholding by     
completing the substitute Form W-9 that will be included as part of the         
materials sent to our stockholders if the merger is completed or otherwise      
proves to VISX and its payment agent that the stockholder is exempt from backup 
withholding in accordance with applicable regulations.                          

APPRAISAL RIGHTS                                                                

   Under Section 262 of the Delaware General Corporation Law, record holders
of our common stock who follow the procedures set forth in Section 262 and who  
have not voted in favor of approval and adoption of the merger agreement will be
entitled to a judicial appraisal of their shares of our common stock and to     
receive payment of the fair value of their shares, exclusive of any element of  
value arising from the expectation or completion of the merger, together with a 
judicially determined fair rate of interest. The following discussion is not a  
complete statement of the law regarding appraisal rights under Delaware law, and
is qualified in its entirety by reference to the full text of Section 262, a    
copy of which is attached to this proxy statement as Annex B.                   

 Pursuant to Section 262, at least 20 days before the annual meeting, we
must notify each record holder of our common stock that appraisal rights are    
available under Section 262 and include a copy of                               

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Section 262 in the notice. This proxy statement constitutes the required notice.
Any stockholder who wishes to exercise appraisal rights should read the         
following discussion and Annex B carefully because the failure to comply timely 
and properly with the procedures set forth in Section 262 will result in the    
complete loss of appraisal rights.                                              

   In order to exercise appraisal rights, a stockholder must deliver to us a
written demand for appraisal of his or her shares of common stock before the    
vote on the merger agreement. The demand will be sufficient if it reasonably    
informs us of the identity of the stockholder and that the stockholder intends  
to demand the appraisal of his or her shares. In addition, to be eligible for   
appraisal rights, a stockholder must not vote in favor of approval and adoption 
of the merger agreement. A vote against approval and adoption of the merger     
agreement will not constitute a written demand for the purposes of meeting the  
requirements of Section 262. All written demands for appraisal of our common    
stock should be sent to the attention of our corporate offices located at 1090  
King Georges Post Road, Suite 301, Edison, New Jersey 08837, so as to be        
received before the vote on the approval of the merger agreement at the annual  
meeting.                                                                        

    If the merger is completed, within 10 days after the effective date of the
merger, we must, as the surviving corporation in the merger, send a notice as to
the completion of the merger to each person who has satisfied the requirements  
of Section 262 and who has not voted in favor of the merger.                    

   Within 120 days after the completion of the merger, we or any stockholder
who is entitled to appraisal rights under Section 262 and who has complied with 
the requirements of Section 262, may file a petition in the Delaware Court of   
Chancery demanding a determination of the fair value of the stockholder's shares
of our common stock. We are under no obligation, and have no present intention, 
to file such a petition. Accordingly, it is the obligation of the holders of our
common stock to initiate all necessary action to perfect their appraisal rights 
within the time period prescribed in Section 262.                               

    Within 120 days after the effective date of the merger, any stockholder of
record who has complied with the requirements for the exercise of appraisal     
rights under Section 262 will be entitled, upon written request, to receive from
us, as the surviving corporation of the merger, a statement setting forth the   
aggregate number of shares not voted in favor of approval and adoption of the   
merger agreement and with respect to which demands for appraisal have been      
received and the aggregate number of holders of the shares. We must mail this   
statement within 10 days after we receive a written request for the statement or
within 10 days after the expiration of the period for delivery of demands for   
appraisal, whichever is later.                                                  

   If a holder of our common stock timely files a petition for appraisal and
serves a copy of the petition upon us, we will be obligated, within 20 days, to 
file in the office of the Register in Chancery a duly verified list containing  
the names and addresses of all record holders of our common stock who have      
demanded payment for their shares and with whom agreements as to the value of   
their shares have not been reached. After notice to these stockholders is given 
as required by the Court, the Delaware Court of Chancery is empowered to hold a 
hearing on the petition for the purpose of determining those stockholders who   
have complied with the requirements of Section 262 and who have become entitled 
to appraisal rights. The Court may require the holders of our common stock who  
have demanded an appraisal for their shares of our common stock represented by  
certificates to submit their certificates to the Register in Chancery for       
notation thereon of the pendency of the appraisal proceeding. If any holder of  
our common stock fails to comply with the direction, the Delaware Court of      
Chancery may dismiss the proceeding as to that holder.                          

     After determining the holders of our common stock entitled to an appraisal,
the Delaware Court of Chancery will appraise the fair value of the shares,      
exclusive of any element of value arising from the                              

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expectation or completion of the merger, together with a fair rate of interest, 
if any, to be paid upon the amount determined to be fair value. Holders of our  
common stock seeking appraisal should be aware that the fair value of their     
shares as determined by the Court could be more than, the same as or less than  
the $2.00 per share that they would otherwise receive if they did not seek      
appraisal of their shares of our common stock. The Delaware Supreme Court has   
stated that "proof of value by any techniques or methods which are generally    
considered acceptable in the financial community and otherwise admissible in    
court" should be considered in the appraisal proceedings. In addition, Delaware 
courts have decided that the statutory appraisal remedy, depending on factual   
circumstances, may be a dissenter's exclusive remedy. The Delaware Court of     
Chancery will also determine the amount of interest, if any, to be paid upon the
amounts to be received by persons whose shares of our common stock have been    
appraised. The costs of the proceeding may be determined by the Court and taxed 
upon the parties as the Court deems equitable. The Court may also order that all
or a portion of the expenses incurred by any stockholder in connection with an  
appraisal, including, without limitation, reasonable attorneys' fees and the    
fees and expenses of experts utilized in the appraisal proceeding, be charged   
pro rata against the value of all of the shares of our common stock entitled to 
appraisal.                                                                      

    Any stockholder who has duly demanded an appraisal of his or her shares in
compliance with Section 262 will not, after the effective time of the merger, be
entitled to vote the shares of our common stock subject to the demand for any   
purpose or be entitled to the payment of dividends or other distributions on    
those shares of our common stock (except dividends or other distributions       
payable to holders of record of shares of our common stock as of a record date  
which is prior to the effective time of the merger).                            

    If any stockholder who demands appraisal of shares under Section 262 fails
to perfect, or effectively withdraws or loses, the right to appraisal, the      
shares of our common stock of the holder will be deemed to have been converted, 
at the effective time of the merger, into the right to receive $2.00 per share  
in accordance with the merger agreement, without interest. A stockholder will   
fail to perfect, or effectively withdraw or lose, the right to appraisal if no  
petition for appraisal is filed within 120 calendar days after the effective    
time of the merger. A stockholder may withdraw a demand for appraisal by        
delivering to us a written withdrawal of the demand for appraisal and an        
acceptance of the merger, except that any attempt to withdraw made more than 60 
days after the effective time of the merger will require our written approval.  
Once a petition for appraisal has been filed, the appraisal proceeding may not  
be dismissed as to any stockholder without the approval of the Delaware Court of
Chancery.                                                                       

INTERESTS OF OUR DIRECTORS AND OFFICERS IN THE MERGER                           

In considering the recommendation of our board of directors that our  
stockholders vote in favor of the approval and adoption of the merger agreement,
our stockholders should be aware that certain members of our management and     
board of directors have certain interests in the merger that are in addition to 
or different from the interests of our stockholders generally. The board of     
directors was aware of these interests and considered them, among other matters,
in approving and adopting the merger agreement.                                 

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     All of our directors and officers (other than Mr. Maier) hold options under
our 1994 stock option plan. Pursuant to the merger agreement, all outstanding   
options will automatically be converted into the right to receive an amount in  
cash equal to the difference between $2.00 and the exercise price per share (if 
less than $2.00) of our common stock underlying the option multiplied by the    
total number of shares of our common stock underlying the option, payable       
without interest at the effective time of the merger, and each option will be   
canceled. As a result, we expect that each of our directors and executive       
officers will receive the following amounts in consideration for their          
outstanding options:                                                            

Eugene I. Gordon, Ph.D.                 $209,000
Edward E. David, Jr., Sc.D.               41,100
William C. Hittinger                      36,400
Ronald B. Odrich, D.D.S.                  36,400
Elias Snitzer, Ph.D.                      36,400
Timothy R. Maier                               -
Cheryl A. Blake                           53,938
                                        ----------
        Total                           $413,238
                                        ==========

 In addition, pursuant to the merger agreement, all outstanding warrants
will automatically be converted into the right to receive an amount in cash     
equal to the difference between $2.00 and the exercise price per share (if less 
than $2.00) of our common stock underlying the warrant multiplied by the total  
number of shares of our common stock underlying the warrant. Dr. Gordon         
currently holds warrants to purchase 50,000 shares of common stock at an        
exercise price of $1.00 per share. Dr. Gordon, therefore will receive an        
aggregate of $50,000 in consideration for his warrants. We also expect that at  
or prior to the closing of the merger agreement, we will repay our outstanding  
indebtedness to Dr. Gordon, which as of the date of this proxy statement        
consists of $160,000 in principal and $675 in accrued and unpaid interest.      
Finally, we currently expect that Dr. Gordon's employment with us will terminate
upon completion of the merger. In that event, Dr. Gordon would be entitled to   
receive a severance payment equal to the amount of base salary that otherwise   
would have been payable to him from the date of such termination through March  
15, 2003, pursuant to the terms of Dr. Gordon's employment agreement with us.   

    In addition, Mr. Maier is the Executive Vice President and Chief Financial
Officer of VISX, and he was appointed to our board of directors in connection   
with, and concurrently with the signing of, the merger agreement. Mr. Maier did 
not participate in our decision to recommend that you vote for the merger       
agreement and the transactions contemplated by the merger agreement.            

Pursuant to the merger agreement, we will honor and fulfill those     
indemnification provisions now existing in our certificate of incorporation,    
bylaws or indemnification and employment agreements, for a period equal to six  
years from the effective time of the merger, with respect to any individual who 
served as our director or officer at any time prior to the effective time of the
merger (except as may be required by applicable law). The merger agreement also 
provides that VISX will pay us approximately $244,800 in respect of premiums for
a six-year run-out of our $5 million directors' and officers' liability policy. 

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THE MERGER AGREEMENT

     THIS SECTION IS A SUMMARY OF THE MATERIAL TERMS OF THE MERGER AGREEMENT AND
OTHER RELATED AGREEMENTS. A COPY OF THE MERGER AGREEMENT IS ATTACHED AS ANNEX A 
TO THIS PROXY STATEMENT. THE FOLLOWING DESCRIPTION DOES NOT PURPORT TO BE       
COMPLETE AND IS QUALIFIED BY REFERENCE TO THE MERGER AGREEMENT. WE ENCOURAGE YOU
TO READ THE FULL TEXT OF THE MERGER AGREEMENT FOR DETAILS OF THE MERGER AND THE 
TERMS AND CONDITIONS OF THE MERGER AGREEMENT.                                   

THE MERGER                                                                      

If all of the conditions to the merger are satisfied or waived in     
accordance with the merger agreement, and if VISX chooses to go forward with the
merger, Orion Acquisition Corp., a wholly-owned subsidiary of VISX, will be     
merged with and into us and we will be the surviving corporation. Upon          
completion of the merger, we will become a wholly-owned subsidiary of VISX. The 
merger will become effective when a certificate of merger is filed with the     
Delaware Secretary of State. The certificate of incorporation and bylaws of     
Orion Acquisition Corp. will become our certificate of incorporation and bylaws.
The directors and officers of Orion Acquisition Corp. will become our directors 
and officers until their respective successors have been duly elected or        
appointed and qualified.                                                        

MERGER CONSIDERATION                                                            

     Under the terms of the merger agreement, if VISX elects to proceed with the
merger, each outstanding share of our common stock automatically will be        
canceled and converted into the right to receive $2.00 in cash, without interest
and less any applicable withholding tax, at the effective time of the merger,   
except for shares of our common stock held by stockholders who properly perfect 
their appraisal rights under Delaware law, which shares will be subject to      
appraisal to determine their "fair value" in accordance with Delaware law,      
exclusive of any element of value arising from the expectation or completion of 
the merger. VISX intends to fund the proposed merger with available cash        
reserves and general working capital.                                           

TREATMENT OF OPTIONS AND WARRANTS                                               

The merger agreement provides that each outstanding option to purchase
shares of our common stock under our 1994 stock option plan and each outstanding
warrant to purchase shares of our common stock not exercised prior to the       
effective time of the merger will be canceled and extinguished. VISX will pay to
the holder of an option or warrant the difference between $2.00 and the exercise
price per share (if less than $2.00) of our common stock underlying the option  
or warrant multiplied by the total number of shares of our common stock         
underlying the option or warrant (other than warrants held by VISX). VISX will  
not pay any amounts with respect to any options or warrants that have an        
exercise price equal to or greater than $2.00.                                  

EXCHANGE AGENT; PROCEDURE FOR THE SURRENDER OF STOCK CERTIFICATES               

  VISX will select a bank or trust company to act as the exchange agent in
the merger. Soon after the effective time of the merger, VISX will deposit with 
the exchange agent the aggregate consideration payable pursuant to the merger   
agreement in exchange for outstanding shares of our common stock. The exchange  
agent will then send a letter to each stockholder whose shares were converted   
into the right to receive the amounts payable under the merger agreement. The   
letter will contain instructions describing how to surrender your stock         
certificates in exchange for the amounts payable pursuant to the merger         
agreement. As of the effective date of the merger and until you surrender your  
stock certificates, the certificates will represent only the right to receive   
the amounts payable pursuant to the merger agreement.                           

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REPRESENTATIONS AND WARRANTIES OF MEDJET                                        

    Under the merger agreement, we made representations and warranties to VISX
with respect to the following:                                                  

o    our organization and qualification to do business;               

o    the absence of subsidiaries;                                     

   o    the absence of violations under our certificate of incorporation and
bylaws;                                                     

o    our capitalization;                                              

o    our power and authority to enter into the merger agreement and to
     consummate the transactions contemplated by the merger agreement;

 o    the absence of conflicts between our certificate of incorporation,
        bylaws, laws and agreements and the transactions contemplated by the
merger agreement;                                           

o    required consents and approvals;                                 

o    our compliance with applicable laws;                             

o    our SEC filings;                                                 

o    the preparation of our financial statements;                     

o    the absence of undisclosed material liabilities required to be   
disclosed under generally accepted accounting principles;   

   o    the absence of certain changes in our business since March 31, 2001;

o    the absence of litigation;                                       

o    certain matters relating to our employee benefit plans;          

o    certain labor matters;                                           

     o    the accuracy of information supplied by us for inclusion in this proxy
statement;                                                  

o    the absence of any restrictions on our business activities;      

o    our title to property;                                           

o    our compliance with tax laws;                                    

o    our compliance with environmental laws;                          

o    the absence of brokers' or finders' fees in connection with the  
merger;                                                     

 o    the right to use, and absence of infringement of, our intellectual
property;                                                   

o    the nature of our agreements, contracts and commitments;         

o    our insurance policies;                                          

     o    the approval of our board of directors of the merger agreement and the
merger;                                                     

     o    the vote required to approve the merger agreement and the transactions
contemplated by the merger agreement; and                   

     o    the inapplicability of state takeover statutes to the merger agreement
and the transactions contemplated by the merger agreement.  

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REPRESENTATIONS AND WARRANTIES OF VISX AND ORION ACQUISITION CORP.              

Under the merger agreement, VISX and Orion Acquisition Corp. made     
representations and warranties to us with respect to the following:             

 o    their organization, qualification to do business and subsidiaries;

  o    their power and authority to enter into the merger agreement and to
     consummate the transactions contemplated by the merger agreement;

   o    the absence of conflicts between their certificate of incorporation,
        bylaws, laws and agreements and the transactions contemplated by the
merger agreement;                                           

o    required consents and approvals; and                             

   o    the ownership of Orion Acquisition Corp. and the nature of its prior
activities.                                                 

CERTAIN COVENANTS                                                               

We are subject to restrictions on our conduct and operations until the
merger is completed. Pursuant to the merger agreement, we have agreed that,     
during the period from the date of the merger agreement until the effective time
of the merger, with limited exceptions, we will operate our business only in the
ordinary course consistent with past practices, and use our commercially        
reasonable efforts to maintain our present business organization, retain our    
present officers and employees and preserve our relationships with customers,   
suppliers, distributors and others having business dealings with us.            

  We have also agreed, with limited exceptions, that we will not do any of
the following, except as permitted by the merger agreement or if VISX agrees in 
writing:                                                                        

o    accelerate or amend the period of exercisability of options, or  
         reprice options granted under our stock option plan or authorize cash
payments in exchange for any options granted under our plan;

   o    grant any severance or termination pay to any officer or employee or
adopt any new severance plan;                               

o    transfer or license any rights to our intellectual property;     

o    declare or pay any dividends or make any other distributions in  
respect of our capital stock;                               

 o    split, combine, reclassify or repurchase any shares of our capital
stock;                                                      

  o    issue any shares of our capital stock or any securities exercisable
for or convertible into any shares of our capital stock;    

o    amend our certificate of incorporation or bylaws;                

  o    acquire any business or assets other than in the ordinary course of
business;                                                   

  o    enter into any joint ventures, strategic partnerships or alliances;

     o    sell or encumber any of our properties or assets which individually or
          in the aggregate are material to us, other than sales of inventory and
     the grant of end-user licenses in the ordinary course of business
consistent with past practice;                              

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    o    incur any indebtedness other than in connection with the financing of
          trade payables in the ordinary course of business consistent with past
   practice or in a principal amount not to exceed $150,000 in the
aggregate;                                                  

o    enter into or amend any employee benefit plan or any employment  
         contract or collective bargaining agreement, pay any special bonus to
    any director or employee, or increase the compensation or fringe
        benefits of our directors, officers, employees or consultants, other
     than increases in the ordinary course of business for non-officer
employees;                                                  

    o    (1) pay or settle any claims, liabilities, obligations or litigation,
    except payment or settlement, in the ordinary course of business
       consistent with past practice or in accordance with their terms, of
       liabilities recognized or disclosed in our most recent consolidated
          financial statements included in our SEC reports or incurred since the
       date of these financial statements, or (2) waive the benefits of or
    agree to modify, terminate or release any person from or fail to
      enforce any confidentiality or similar agreement to which we are a
party;                                                      

o    except in the ordinary course of business, make any individual or
      series of related payments in excess of $100,000 per month (except
          that the limit is $500,000 for the first month following the execution
      of the merger agreement and the $100,000 does not apply to amounts
         owed to Dr. Gordon or for legal services performed through August 17,
2001);                                                      

o    except in the ordinary course of business consistent with past   
      practice, materially modify or terminate any material agreement to
          which we are a party, or waive or assign any material rights or claims
under any such agreements;                                  

 o    enter into or amend any agreement relating to the sale, license or
marketing of our products by third parties;                 

    o    revalue any of our assets or change our methods of accounting, except
         as required or permitted by generally accepted accounting principles;

 o    except in the ordinary course of business, incur or enter into any
     agreement, contract or commitment requiring us to make individual
payments in excess of $100,000;                             

o    make any tax election that, individually or in the aggregate, is 
         reasonably likely to adversely affect in any material respect our tax
    liability or tax attributes or settle or compromise any material
         income tax liability, except that we may sell state tax losses as may
be permitted by applicable taxing authorities; or           

  o    amend or terminate any or all of the agreements contemplated by the
merger agreement.                                           

ADDITIONAL AGREEMENTS                                                           

   INITIAL PAYMENT. Pursuant to the merger agreement, and in order to induce
us to enter the merger agreement, VISX paid us $500,000 upon execution of the   
merger agreement on August 17, 2001. We used these proceeds to pay current      
liabilities owed to our vendors and back salary owed to our employees.          

ISSUANCE OF WARRANT. Pursuant to the merger agreement and in order to 
induce VISX to enter the merger agreement, on August 17, 2001, we issued a      
three-year warrant to VISX to purchase a total of 1,320,000 shares of our common
stock at an exercise price of $0.75 per share. On August 17, 2001, the closing  
sale price of our common stock, as reported on the OTC Bulletin Board, was $1.05
per share.                                                                      

     NO SOLICITATION BY US OF ANY TAKEOVER PROPOSAL. We have agreed that, except
as described below, until the effective time of the merger or the termination of
the merger agreement pursuant to its terms, neither we nor any of our           
representatives will:                                                           

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   o    solicit or encourage the making of any takeover proposal (as defined
below);                                                     

   o    participate in any discussions, furnish any information with respect
        to any takeover proposal or take any action to facilitate the making
of any takeover proposal;                                   

o    approve or recommend any takeover proposal; or                   

o    enter into any letter of intent or any agreement relating to any 
takeover proposal.                                          

The foregoing provisions will not prevent us from:                    

 o    furnishing information to, or participating in discussions with, a
        third party who makes an unsolicited bona fide takeover proposal, so
    long as our board of directors determines in good faith that the
proposal is a superior proposal (as defined below); or      

o    complying with Rule 14e-2 and with Item 1012(a) of Regulation M-A
         under the Securities Exchange Act of 1934 (which require a company to
     disclose to its stockholders its position in response to a tender
         offer by a third party), so long as our board of directors concludes,
  in good faith, that the failure to disclose would constitute a
violation of applicable law or regulation.                  

  In addition, except as set forth below, we have agreed that our board of
directors will not take any of the following actions that constitute an "adverse
recommendation change" under the merger agreement:                              

   o    recommend, adopt or approve, or publicly propose to recommend, adopt
or approve, any takeover proposal or superior proposal; or  

    o    approve or recommend, or propose to approve or recommend, or allow us
         to enter into any letter of intent, merger agreement or other similar
agreement that constitutes a takeover proposal.             

     Our board of directors, however, may make an adverse recommendation change,
but only if:                                                                    

     o    our board of directors determines in good faith that it is required to
      do so by its fiduciary duties to our stockholders under applicable
law; and                                                    

     o    we send to VISX a written notice advising it that our board intends to
         make an adverse recommendation change, the notice specifies the terms
    and conditions of the applicable superior proposal, and we delay
     making any adverse recommendation change until five business days
after VISX has received the notice.                         

If we do send a notice to VISX, VISX will then have the opportunity to
present revised terms to our board of directors, including any proposed         
amendments or modifications to the merger agreement, which our board of         
directors must then consider in good faith.                                     

In addition, under the merger agreement, we have agreed that, in      
determining whether to make an adverse recommendation change in response to a   
superior proposal, our board of directors will take into account any revised    
terms and proposed changes to the merger agreement proposed by VISX in response 
to our notice. Moreover, before our board of directors makes any adverse        
recommendation change, we have agreed that our board will consider whether      
VISX's revised terms are reasonably equivalent or superior (based on the        
definition of superior proposal set forth below) to the terms of the superior   
proposal from a financial point of view to our stockholders. If our board of    
directors determines that the terms of VISX's revised proposal are reasonably   
equivalent or superior to the superior proposal, our board will duly adopt      
resolutions approving the terms of VISX's revised proposal and recommending that

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our stockholders approve and adopt the terms of VISX's revised proposal and any 
definitive agreement proposed in connection with it.                            

   If our board of directors elects to make an adverse recommendation change
after receiving a superior proposal, and complies with the provisions of the    
merger agreement allowing it to make an adverse recommendation change, and after
the board has determined that the terms of VISX's revised proposal are not      
reasonably equivalent or superior to the superior proposal, we must notify VISX 
of our termination of the merger agreement pursuant to the provision of the     
merger agreement allowing our board of directors to make an adverse             
recommendation change.                                                          

A "takeover proposal" means any offer or proposal with respect to any 
transaction or series of related transactions involving:                        

    o    any acquisition or purchase from us by a person or group of more than
          a 15% interest in our total outstanding securities or any tender offer
or exchange offer that would result in any person or group  
   beneficially owning 15% or more of our total outstanding voting
    securities or any merger, consolidation, business combination or
       similar transaction involving us pursuant to which our stockholders
       immediately before the transaction hold less than 85% of the equity
       interests in the surviving or resulting entity of such transaction;

o    any sale, lease (other than in the ordinary course of business), 
     exchange, transfer, license (other than in the ordinary course of
         business), acquisition or disposition of more than 15% of our assets;
or                                                          

  o    any liquidation, dissolution, recapitalization or other significant
reorganization of us.                                       

     A "superior proposal" means any bona fide, written takeover proposal from a
third party that our board of directors has determined in good faith:           

 o    to be superior to the merger from a financial point of view to our
        stockholders (taking into account all of the terms and conditions of
      the proposal and the merger agreement including any changes to the
        financial terms of the merger agreement proposed by VISX in response
to the third party's offer);                                

 o    that financing for the proposal, to the extent any is required, is
     committed or is reasonably capable of being obtained (in the good
faith judgment of our board of directors); and              

o    is reasonably capable of being completed.                        

  VISX STANDSTILL. VISX has agreed that, until August 17, 2002, neither it
nor any of its affiliates will purchase, sell, hedge or otherwise transfer or   
dispose of any of our shares or securities, other than in accordance with the   
terms of the merger agreement or any of the transactions contemplated by the    
merger agreement or with the prior consent of our board of directors. This      
prohibition will not prevent VISX from exercising the warrant it received under 
the merger agreement or any of the other warrants issued to VISX in connection  
with the transactions contemplated by the merger agreement. In addition, the    
standstill provision will not prevent VISX from converting its 10,400 shares of 
our series B convertible preferred stock into our common stock in accordance    
with the terms of the certificate of designations for the series B convertible  
preferred stock. This standstill provision will not apply, however, if:         

  o    VISX terminates the merger agreement because our board of directors
         withdraws or changes its recommendation of the approval of the merger
agreement;                                                  

  o    VISX terminates the merger agreement because we fail to comply with
         the provisions in the merger agreement prohibiting us from soliciting
takeover proposals from third parties;                      

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o    VISX terminates the merger agreement after a takeover proposal is
    announced or becomes publicly known and, within 10 business days
 thereafter, our board of directors fails to recommend against
   acceptance of the proposal, fails to reconfirm its approval and
      recommendation of the merger agreement, or resolves to take any of
these actions; or                                           

   o    we terminate the merger agreement pursuant to the provision allowing
         us to do so if our board of directors withdraws its recommendation of
 the merger agreement in response to a superior proposal after
determining in good faith that the failure to withdraw the  
  recommendation would violate our board's fiduciary duty to our
stockholders.                                               

BENEFIT PLAN MATTERS. We have agreed to terminate our 401(k) plan     
immediately prior to the closing of the merger, unless VISX agrees to sponsor   
and maintain the plan.                                                          

     DIRECTORS' AND OFFICERS' INSURANCE; INDEMNIFICATION. VISX has agreed to pay
us approximately $244,800 in respect of premiums for a six-year run-out of our  
$5 million directors' and officers' liability insurance policy.                 

  VISX has agreed, after the effective time of the merger, not to take any
action that would alter any exculpatory or indemnification provisions currently 
existing in our certificate of incorporation, bylaws or indemnification and     
employment agreements for the benefit of any individual who served as our       
director or officer at any time before the effective time of the merger (except 
as may be required by law), and for six years after the time the merger becomes 
effective, to cause us, as the surviving corporation in the merger, to honor and
fulfill such provisions (except as may be required by law).                     

CONDITIONS TO THE COMPLETION OF THE MERGER                                      

   Our obligations to complete the merger are subject to the satisfaction or
waiver of the following conditions:                                             

    o    the absence of any legal prohibition on the completion of the merger;

o    the approval of the merger agreement by our stockholders;        

  o    the material accuracy, as of the closing date of the merger, of the
     representations and warranties made by VISX and Orion Acquisition
Corp. in the merger agreement;                              

  o    the material performance by VISX and Orion Acquisition Corp. of the
         agreements and covenants required to be performed by them at or prior
to the closing of the merger;                               

     o    the receipt by us of secretary certificates certifying as to the valid
       adoption of resolutions of the board of directors of VISX and Orion
       Acquisition Corp. approving the merger agreement and the applicable
related agreements and the consummation of the transactions 
contemplated by the merger agreement; and                   

   o    the receipt by us of certificates of good standing of VISX and Orion
 Acquisition Corp. from the Secretary of State of the State of
Delaware.                                                   

    The obligations of VISX and Orion Acquisition Corp. to complete the merger
are subject to the satisfaction or waiver of the following conditions:          

    o    the absence of any legal prohibition on the completion of the merger;

o    the approval of the merger agreement by our stockholders;        

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  o    the material accuracy, as of the closing date of the merger, of the
      representations and warranties made by us in the merger agreement;

o    the material performance by us of the agreements and covenants   
    required to be performed by us at or prior to the closing of the
merger;                                                     

o    the continuation of certain of our agreements;                   

 o    the receipt by us of all required approvals, consents and waivers;

o    the resignation of each of our directors;                        

  o    the absence of any event or condition that has had or is reasonably
        likely to have a material adverse effect on us since the date of the
merger agreement;                                           

     o    the termination of our 401(k) plan, unless VISX agrees to maintain and
sponsor the plan;                                           

     o    the cancellation of all of our outstanding stock options and warrants;

   o    the receipt by VISX of a secretary's certificate from us, certifying
         as to the terms and effectiveness of our certificate of incorporation
    and bylaws and the valid adoption of resolutions of our board of
     directors and stockholders approving the merger agreement and the
transactions contemplated by the merger agreement;          

  o    the receipt by VISX of certificates of good standing of Medjet from
     the Secretary of State of the State of Delaware, the Secretary of
       State of the State of New Jersey and the Franchise Tax Board of the
State of New Jersey; and                                    

o    the absence of all material liens on our property.               

     As of the date of this proxy statement, we believe that we will satisfy all
of the foregoing conditions and that no further third party approvals are       
required. However, notwithstanding any of the foregoing conditions, VISX may    
decide, in its sole discretion, not to proceed with the merger, even if we      
satisfy all of the conditions to closing.                                       

    We currently intend to resolicit the vote of our stockholders in the event
that, after the vote on the merger agreement at the annual meeting, we waive any
material condition to the completion of the merger or we amend any material term
of the merger agreement, such as a material reduction of the $2.00 per share    
receivable upon completion of the merger.                                       

TERMINATION OF THE MERGER AGREEMENT                                             

RIGHT TO TERMINATE. We and VISX may agree by mutual written consent to
terminate the merger agreement at any time prior to the effective time of the   
merger, whether before or after we have obtained the approval of our            
stockholders of the merger and the merger agreement. The merger may also be     
terminated by us or VISX if:                                                    

o    the merger has not been completed by August 17, 2002, except that
         neither party may terminate the merger agreement under this provision
     if the failure to complete the merger by that date was due to any
          action or failure to act on the part of the party seeking to terminate
the merger agreement;                                       

o    a governmental authority takes a final action that prohibits the 
merger from being completed; or                             

o    our stockholders do not approve the merger agreement.            

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We may terminate the merger agreement if:                             

o    our board of directors withdraws its recommendation of the merger
          agreement in response to a superior proposal after determining in good
       faith that the failure to withdraw the recommendation would violate
      our board's fiduciary duty to our stockholders and after complying
with procedures set forth in the merger agreement; or       

o    either VISX or Orion Acquisition Corp. breaches any of its       
         representations, warranties, covenants or agreements contained in the
      merger agreement, or if any of their representations or warranties
        become inaccurate, to the extent that the breach or inaccuracy would
          result in our suffering a material adverse effect, except that if VISX
       is capable of curing the breach or inaccuracy, we may not terminate
         the merger agreement if VISX cures the breach or inaccuracy within 30
days.                                                       

VISX may terminate the merger agreement if:                           

o    VISX decides not to complete the merger for any or no reason;    

    o    our board of directors withdraws or changes its recommendation of the
          approval of the merger agreement whether or not the board is permitted
to do so by the merger agreement;                           

o    we fail to comply with the provisions in the merger agreement    
         prohibiting us from soliciting takeover proposals from third parties;

     o    a takeover proposal is announced or becomes publicly known and, within
          10 business days thereafter, our board of directors fails to recommend
       against acceptance of the proposal, fails to reconfirm its approval
          and recommendation of the merger agreement, or resolves to take any of
these actions; or                                           

o    if we breach any of our representations, warranties, covenants or
  agreements contained in the merger agreement, or if any of our
        representations or warranties becomes inaccurate, to the extent that
      the breach or inaccuracy would result in VISX suffering a material
         adverse effect, except that if we are capable of curing the breach or
          inaccuracy, VISX may not terminate the merger agreement if we cure the
breach or inaccuracy within 30 days.                        

Although our board of directors may withdraw its recommendation of the
merger agreement in response to a superior proposal if our board determines in  
good faith that the failure to withdraw the recommendation would violate our    
board's fiduciary duty to our stockholders, we are still obligated to call, give
notice of, convene and hold the annual meeting. Through its ownership of our    
series B convertible preferred stock and the written agreement of Dr. Gordon to 
vote his shares in favor of the merger agreement, VISX will control             
approximately 54% of the voting power of our capital stock at the annual        
meeting. As a result, VISX will effectively control the outcome of the vote on  
the approval and adoption of the merger agreement, even if our board of         
directors determines in good faith that a superior proposal from a third party  
exists.                                                                         

  If the merger agreement is validly terminated, the agreement will become
void without any liability on the part of either VISX or us. However, the       
provisions of the merger agreement relating to termination fees, the initial    
$500,000 payment by VISX to us, the warrants issued to VISX by us, the          
confidentiality agreement entered into between us and VISX and fees and expenses
will continue in full force and effect notwithstanding termination of the merger
agreement.                                                                      

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  TERMINATION FEES PAYABLE BY US. We have agreed to pay VISX a termination
fee of $500,000 if:                                                             

    o    any person makes a takeover proposal to us or to our stockholders, or
      publicly announces a takeover proposal concerning us, the takeover
         proposal is not withdrawn, the merger agreement is terminated for our
         failure to obtain stockholder approval, and within one year after the
  merger agreement is terminated, any acquisition transaction is
     completed or we enter into any acquisition agreement with a third
party;                                                      

  o    VISX terminates the merger agreement because our board of directors
         withdraws or changes its recommendation of the approval of the merger
agreement;                                                  

  o    VISX terminates the merger agreement because we fail to comply with
         the provisions in the merger agreement prohibiting us from soliciting
takeover proposals from third parties;                      

o    VISX terminates the merger agreement after a takeover proposal is
    announced or becomes publicly known and, within 10 business days
 thereafter, our board of directors fails to recommend against
   acceptance of the proposal, fails to reconfirm its approval and
      recommendation of the merger agreement, or resolves to take any of
these actions; or                                           

   o    we terminate the merger agreement pursuant to the provision allowing
       our board of directors to withdraw its recommendation of the merger
          agreement in response to a superior proposal after determining in good
       faith that the failure to withdraw the recommendation would violate
our board's fiduciary duty to our stockholders.             

     Pursuant to a voting and stock option agreement, Dr. Gordon granted to VISX
an option to purchase all shares of our common stock owned by Dr. Gordon at a   
purchase price of $2.00 per share and all options to purchase shares of our     
common stock held by Dr. Gordon at a purchase price equal to the difference     
between $2.00 and the exercise price per share (if less than $2.00) of each     
option. VISX may exercise this option if:                                       

   o    the merger agreement is terminated pursuant to any of the provisions
          listed in the five bullet points above on this page, any of which will
trigger our obligation to pay VISX a termination fee; or    

o    prior to the termination of the merger agreement, VISX makes, or 
  indicates in writing its willingness to make, sufficient funds
         available to complete the merger, and attempts to complete the merger
          pursuant to the merger agreement and Delaware law, but is unable to do
so for any reason.                                          

This option will terminate upon the earliest of:                      

o    the effective time of the merger;                                

   o    the termination of the merger agreement for reasons other than those
        described in the five bullet points above on this page, any of which
 will trigger our obligation to pay VISX a termination fee; or

    o    20 days following the termination of the merger agreement pursuant to
        any of the provisions listed in the five bullet points above on this
page, any of which will trigger our obligation to pay VISX a
termination fee.                                            

    Notwithstanding any of the foregoing termination provisions, if the option
cannot be exercised because of any legal prohibition, it will remain exercisable
until the earlier of (1) the date on which the                                  

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prohibition becomes final, and (2) 5:00 p.m. Pacific time, on the tenth business
day after the prohibition has been removed.                                     

   TERMINATION FEES PAYABLE BY VISX. VISX has agreed to pay us a termination
fee if:                                                                         

o    VISX terminates the merger agreement pursuant to the provision   
allowing it to do so for any or no reason;                  

o    VISX terminates the merger agreement pursuant to the provision   
       allowing it to do so if the merger has not been completed by August
        17, 2002 and the failure to complete the merger by that date was not
due to any action or failure to act on the part of VISX; or 

   o    we terminate the merger agreement pursuant to the provision allowing
       us to do so if the merger has not been completed by August 17, 2002
          and the failure to complete the merger by that date was not due to any
 action or failure to act on our part, except that VISX has no
       obligation to pay us a termination fee under this provision if VISX
        has given us written notice of termination as a result of our breach
        of any representation, warranty, covenant or agreement, prior to our
       termination of the merger agreement pursuant to this provision, and
any applicable cure period has not yet expired.             

The termination fee payable by VISX will be:                          

o    $200,000, if the termination occurs any time before May 17, 2002;

  o    $300,000, if the termination occurs any time after May 17, 2002 and
before June 17, 2002;                                       

   o    $400,000, if the termination occurs any time after June 17, 2002 and
before July 17, 2002; and                                   

o    $500,000, if the termination occurs after July 17, 2002.         

OTHER EXPENSES                                                                  

All expenses incurred by us and VISX in connection with the merger    
agreement and the transactions contemplated by the merger agreement will be paid
by the party incurring the expenses, whether or not the merger is completed,    
except that VISX has agreed to pay all fees and expenses (including reasonable  
attorneys' and accountants' fees) incurred in relation to the printing and      
filing of this proxy statement.                                                 

AMENDMENTS                                                                      

Subject to compliance with applicable law, the merger agreement may be
amended in writing by the parties at any time.                                  

RESEARCH, DEVELOPMENT AND EXPERIMENTAL COST SHARING AGREEMENT                   

  Concurrently with the execution of the merger agreement, we also entered
into a one-year research, development and experimental cost sharing agreement   
under which VISX has agreed to provide funding to us to pursue waterjet related 
technologies and products, including our waterjet microkeratome. Under the terms
of this agreement, VISX has agreed to pay us a minimum monthly payment of no    
less than $150,000 for the first six months of the agreement, and a minimum     
monthly payment of no less than $100,000 for the second six months.             
Notwithstanding the foregoing, VISX has agreed that it may, in its sole         
discretion, provide additional funding to us. In return for the funding from    
VISX, we have agreed to continue our research and development activities        
regarding our waterjet technology at the direction of                           

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VISX and to endeavor to design and develop waterjet related products to VISX's  
specifications. VISX has committed to provide us with the minimum monthly       
payments for the term of the agreement regardless of whether the merger is      
completed. Through March 28, 2002, we have received approximately $1,725,000 in 
funding from VISX under this agreement. Using this funding from VISX, we have   
further developed our waterjet microkeratome device for producing the thin      
circular layer of tissue for the front surface of the cornea required in the    
LASIK procedure, including the development of a "doctor friendly," safe, high   
precision device as well as a sophisticated, ergonomic console for operating the
device. We have begun animal eye testing and expect to begin human blind eye    
testing of the device in the second or third quarter of 2002.                   

SHARE TRANSFER AGREEMENT                                                        

    Concurrently with the execution of the merger agreement, VISX entered into
a share transfer agreement with the original holders of our series B convertible
preferred stock. Under the terms of this agreement, VISX acquired all 10,400    
outstanding shares of our series B convertible preferred stock, each of which is
currently convertible into one hundred shares of our common stock (or an        
aggregate of 1,040,000 shares of common stock), and warrants to purchase a total
of 1,365,000 shares of our common stock, at an exercise price of $3.50 per      
share. The total purchase price for the series B convertible preferred stock and
the warrants was $1,300,001. If the proposed merger is not completed, VISX,     
through its ownership of our series B convertible preferred stock, would        
continue to own approximately 21% of the voting power of our capital stock. In  
addition, through its ownership of such stock and warrants acquired pursuant to 
the share transfer agreement as well as the warrants to purchase 1,320,000      
shares of our common stock acquired pursuant to the merger agreement, VISX will 
continue to beneficially own approximately 49% of our common stock.             

OMNIBUS WAIVER AND AMENDMENT AGREEMENT                                          

   We also entered into an omnibus waiver and amendment agreement with VISX,
under which VISX agreed to waive and amend certain rights and benefits of the   
shares of our series B convertible preferred stock and warrants it purchased    
pursuant to the share transfer agreement. The omnibus waiver and amendment      
agreement will take effect only if the merger agreement is terminated pursuant  
to any of the termination provisions contained in the merger agreement, other   
than if VISX terminates the merger agreement pursuant to any of the termination 
events set forth in the five bullet points on pages 32-33, any of which will    
trigger our obligation to pay VISX a termination fee.                           

   Pursuant to the terms of the omnibus waiver and amendment agreement, VISX
has agreed to waive:                                                            

   o    at any time, the provision of the certificate of designations of our
       series B convertible preferred stock that prohibits us from issuing
      any class or series of equity securities which (1) are convertible
      into our common stock at a rate related to the market price of our
          common stock, or (2) in any transaction or series of transactions over
       a 12 month period, constitute 15% or more of our outstanding common
     stock (assuming conversion or exercise in full of any convertible
   securities included in the securities), to the extent that such
    provision would hinder us from raising equity financing on terms
reasonably acceptable to us;                                

o    for a period of one year following the commencement date of the  
          omnibus waiver and amendment agreement, the provision governing demand
          registration rights under a registration rights agreement, dated as of
         December 3, 1999, by and among us, Adam Smith & Co., Inc. and certain
stockholders, as amended (as described below); and          

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  o    the provision regarding the increase in the number of shares of our
       common stock that are purchasable by VISX due to the application of
        the "anti-dilution" rights under warrants held by VISX to purchase a
total of 1,365,000 shares of our common stock.              

FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT                            

Under the terms of the first amendment to the registration rights     
agreement, VISX agreed to be bound by the terms and conditions of a registration
rights agreement, dated as of December 3, 1999, by and among us and the original
holders of the securities VISX acquired pursuant to the share transfer          
agreement. In addition, we and VISX agreed that VISX may, at any time, transfer 
any of the registrable securities it owns to any of its affiliates, and that on 
completion of any transfer, the registration rights agreement will be binding on
such transferee.                                                                

SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT                           

     Pursuant to the second amendment to the registration rights agreement, VISX
agreed to waive any demand registration rights for a period beginning on August 
17, 2001 and ending one year after the termination of the merger agreement, if  
the merger agreement is terminated. In addition, we agreed to increase our board
of directors from five members to six, and to fill any vacancy on our board of  
directors by a nominee selected by VISX. Until the merger agreement is          
terminated, if at all, we agreed to nominate and recommend for stockholder      
approval, at each stockholder meeting in which the stockholders will elect      
directors, a designee selected by VISX to serve on our board of directors. We   
and VISX also agreed that any of the shares issued upon the exercise or         
conversion of the three-year warrant that we granted to VISX to purchase up to  
1,320,000 shares of our common stock will be deemed to be registrable securities
under the registration rights agreement and will be subject to all of the rights
set forth in the registration rights agreement, as amended.                     

VOTING AND STOCK OPTION AGREEMENT                                               

  In order to induce VISX to enter into the merger agreement, VISX and Dr.
Gordon entered into a voting and stock option agreement, dated as of August 17, 
2001, under which Dr. Gordon has agreed:                                        

  o    to appear at all of our stockholder meetings or otherwise cause his
         shares of our common stock to be counted for purposes of establishing
a quorum;                                                   

     o    to vote, or cause his shares of our common stock to be voted, in favor
of the approval and adoption of the merger agreement; and   

   o    to vote, or cause his shares of our common stock to be voted against
any takeover proposal or any amendment to our certificate of
        incorporation or bylaws or any other proposal, action or transaction
         that could reasonably be expected to materially impede the completion
       of the merger or any of the transactions contemplated by the merger
      agreement, or any change to the voting rights of our common stock,
presented to our stockholders.                              

  Dr. Gordon also agreed to grant to VISX an irrevocable proxy to vote his
shares in the foregoing manner.                                                 

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     Dr. Gordon has also granted to VISX an option to purchase all shares of our
common stock owned by Dr. Gordon at a purchase price of $2.00 per share and all 
options to purchase shares of our common stock held by Dr. Gordon at a purchase 
price equal to the difference between $2.00 and the exercise price per share (if
less than $2.00) of each option. VISX may exercise this option if:              

   o    the merger agreement is terminated pursuant to any of the provisions
          listed in the five bullet points on page 34, any of which will trigger
our obligation to pay VISX a termination fee; or            

o    prior to the termination of the merger agreement, VISX makes or  
    indicates its willingness to make, sufficient funds available to
        complete the merger, and attempts to complete the merger pursuant to
         the merger agreement and Delaware law, but is unable to do so for any
reason.                                                     

This option will terminate upon the earliest of:                      

o    the effective time of the merger;                                

   o    the termination of the merger agreement for reasons other than those
     described in the five bullet points on page 34, any of which will
trigger our obligation to pay VISX a termination fee; or    

    o    20 days following the termination of the merger agreement pursuant to
          any of the provisions listed in the five bullet points on page 34, any
       of which will trigger our obligation to pay VISX a termination fee.

    Notwithstanding any of the foregoing termination provisions, if the option
cannot be exercised because of any legal prohibition, it will remain exercisable
until the earlier of (1) the date on which the prohibition becomes final, and   
(2) 5:00 p.m. Pacific time, on the tenth business day after the prohibition has 
been removed.                                                                   

NON-COMPETITION, NON-SOLICITATION AND NON-HIRE AGREEMENT                        

     As an inducement to VISX to enter into the merger agreement, Dr. Gordon and
VISX have agreed to enter into a non-competition, non-solicitation and non-hire 
agreement, to be effective as of the closing date of the merger agreement. Under
the terms of this agreement, Dr. Gordon agreed that, for the period beginning as
of the closing date of the merger and ending on the later of the second         
anniversary of the closing date of the merger or eighteen months following Dr.  
Gordon's termination of employment with either us or VISX, he will not:         

  o    engage in, manage or direct persons who engage in or participate in
          any business activity related to the design, development, manufacture,
  marketing, service, support or sale of any product, service or
application that uses or employs waterjet technology in the 
    health-care industry anywhere in the world, without VISX's prior
written consent;                                            

    o    solicit, encourage or induce any of our employees to terminate his or
   her employment with us or VISX (or any of its subsidiaries); or

    o    hire any of our employees (other than employment with us, VISX or any
of its subsidiaries).                                       

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MEDJET

    We are a medical device company engaged in the research and development of
microjet technology, primarily for use in ophthalmic surgery. We have developed 
a proprietary technology platform for vision-correction surgery of the cornea.  
Our technology is based on small-diameter, liquid microjets moving at supersonic
speeds. We currently have eight issued U.S. patents (and four corresponding     
foreign patents) with additional U.S. and foreign patents pending.              

  We have been in the development stage and have not sold any products. To
date, our research and development activities have been limited to constructing 
and testing experimental versions of microkeratomes for eye surgery and         
conducting a limited number of feasibility studies, using enucleated porcine,   
rabbit and human cadaver eyes, and live rabbit eyes to prove that a beam of     
water can smoothly incise and shape the anterior surface of the cornea and that 
the cornea will heal properly after the surgery.                                

We believe that our microjet technology used for tissue separation or 
shaping in ophthalmic surgery produces less trauma and is potentially more      
accurate than the blades or lasers currently used to perform these procedures.  
We intend to further develop these applications as well as additional product   
applications, including applications in the areas of ophthalmology and          
dentistry. Although we have conducted only limited experiments to date, the use 
of our microjet in the treatment of dental caries may have significant cost and 
time saving advantages over traditional treatments.                             

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VISX

VISX develops proprietary technologies and systems for laser vision   
correction, and currently owns over 180 U.S. and foreign patents and has more   
than 100 patent applications pending. Laser vision correction relies on a       
computerized laser to treat nearsightedness, astigmatism and farsightedness with
the goal of eliminating or reducing reliance on eyeglasses and contact lenses.  
The VISX STAR Excimer Laser SystemTM ablates, or removes, submicron layers of   
tissue from the cornea to reshape the eye, thereby improving vision, which      
reduces or eliminates the need for corrective eyewear.                          

     The vision correction market in the U.S. represents over 157 million people
who experience some form of nearsightedness, astigmatism or farsightedness. VISX
estimates that in 2000, approximately 1.4 million eyes had laser vision         
correction in the U.S. using FDA-approved laser systems. Typically, the         
individual receiving laser vision correction pays for the treatment, and so the 
industry is not reliant on reimbursement from governmental or private health    
care payors. A secondary market for VISX's product is the treatment of corneal  
pathologies.                                                                    

    VISX intends to continue developing and refining a substantial proprietary
position in technology for vision correction. VISX's strategy is to             
commercialize this intellectual property and provide products and services for  
customers around the world.                                                     

   VISX is a publicly traded company whose common stock is listed on the New
York Stock Exchange under the symbol "EYE."                                     

     VISX intends to fund the proposed merger with a available cash reserves and
general working capital.                                                        

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 PRICE RANGE OF OUR COMMON STOCK

  Our common stock is currently quoted on the OTC Bulletin Board under the
symbol "MDJT.OB". The following table sets forth the range of high and low bid  
quotations for shares of our common stock, as reported by the OTC Bulletin      
Board, for the period listed. These quotations reflect interdealer prices,      
without retail mark-up, markdown or commission, and may not represent actual    
transactions.                                                                   

                                     HIGH          LOW
                                     ----          ---
2000                                                          
----                                                          
First Quarter                            $2.25         $0.75  
Second Quarter                            1.31          0.75  
Third Quarter                             0.83          0.64  
Fourth Quarter                            0.78          0.39  

2001                                                          
----                                                          
First Quarter                             1.00          0.44  
Second Quarter                            1.00          0.20  
Third Quarter                             1.07          0.51  
Fourth Quarter                            0.64          0.51  

2002                                                          
----                                                          
First Quarter                             1.45          0.52  
Second Quarter (through May 3, 2002)      1.08          0.91  

    On August 17, 2001, the last trading day before the public announcement of
the execution of the merger agreement, the high and low bid quotations for our  
common stock, as reported on the OTC Bulletin Board, were $1.23 and $1.01,      
respectively, and the closing sale price was $1.05. On May 3, 2002, the closing 
price for shares of our common stock, as reported on the OTC Bulletin Board, was
$      . You are urged to obtain current market quotes for our common stock     
before making any decision regarding the merger.                                

   We have never paid dividends on our common stock and do not intend to pay
any such dividends in the foreseeable future.                                   

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 OTHER MATTERS

   Our board of directors knows of no other matters to be brought before the
annual meeting. In the event that any other matters should properly come before 
the annual meeting, the persons named in the enclosed proxy will have authority 
to vote such proxy in their discretion, unless they are directed by the proxy to
do otherwise.                                                                   

INDEPENDENT AUDITORS

The firm of Rosenberg Rich Baker Berman and Company served as our     
independent auditors for the fiscal year ended December 31, 2001 and have been  
selected by our board of directors to audit our financial statements for the    
fiscal year ending December 31, 2002. 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 will be available
to respond to appropriate questions.                                            

INDEPENDENT AUDITORS' FEES                                                      

During 2001, Rosenberg Rich Baker Berman and Company billed us for the
following professional services:                                                

     o    AUDIT FEES rendered for the audit of our 2001 financial statements and
      quarterly reviews of our financial statements included in our Form
10-QSB filings with the SEC: $21,220.                       

o    FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: $0.

o    ALL OTHER FEES: $5,155.                                          

  The finance and audit committee has considered whether the provisions of
non-audit services is compatible with maintaining the independence of Rosenberg 
Rich Baker Berman and Company and has determined that, in its opinion, they are 
compatible.                                                                     

STOCKHOLDER PROPOSALS FOR 2003

Stockholder proposals submitted for inclusion in our proxy materials  
relating to our 2003 annual meeting of stockholders must be received by us no   
later than January 10, 2003, if the date of the 2003 annual meeting is within 30
days of the first anniversary date of this annual meeting. Stockholder proposals
submitted to be considered at our 2003 annual meeting without inclusion in next 
year's proxy materials must be received by us no later than March 26, 2003, if  
the date of the 2003 annual meeting is within 30 days of the first anniversary  
date of this annual meeting. If we are not notified of a stockholder proposal by
this time, then proxies held by our management may provide the discretion to    
vote against the stockholder proposal, even though the proposal is not discussed
in the proxy statement. If the date of the 2003 annual meeting is changed by    
more than 30 days from the date of this annual meeting, we will notify          
stockholders of new deadlines for the submission of stockholder proposals by    
including a notice in our earliest possible Form 10-QSB. Stockholder proposals  
should be mailed to our Corporate Secretary, Medjet Inc., 1090 King Georges Post
Road, Suite 301, Edison, New Jersey 08837.                                      

 WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by us at the SEC's public reference rooms which are located at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, and  
at the SEC's regional offices. Copies of such materials are also available from 
the                                                                             

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Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 
20549 at prescribed rates. Please call the SEC at 1-800-732-0330 for further    
information on the operation of the public reference room. Our filings with the 
SEC are also available to the public from commercial document retrieval services
and at the website maintained by the SEC located at http://www.sec.gov.         

We will provide, without charge, a copy of our Annual Report on Form  
10-KSB, including financial statements, filed with the SEC for the fiscal year  
ended December 31, 2001 to any beneficial owner of our common stock as of the   
record date, upon written request to: Medjet Inc., 1090 King Georges Post Road, 
Suite 301, Edison, New Jersey 08837, Attention: Corporate Secretary. You may    
also call us at (732) 738-3990. We will furnish a beneficial owner with any     
exhibit not contained in the Form 10-KSB upon payment of a reasonable fee.      

You should rely only on the information contained in or attached as an
annex to this proxy statement to vote your shares of our common stock at the    
annual meeting. We have not authorized anyone to provide you with information   
that is different from what is contained in or attached as an annex to this     
proxy statement.                                                                

    This proxy statement is dated May 10, 2002. You should not assume that the
information contained in this proxy statement or any attached annex is accurate 
as of any date other than such date, and the mailing of this proxy statement    
will not create any implication to the contrary.                                

                                  By Order of the Board of Directors

               Cheryl A. Blake
                   CORPORATE SECRETARY

Edison, New Jersey                                                              
May 10, 2002                                                                    

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                                                                         ANNEX A

================================================================================

 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

BY AND AMONG

 VISX, INCORPORATED,

 ORION ACQUISITION CORP.

 AND

 MEDJET INC.

 DATED AS OF AUGUST 17, 2001

=============================================================================== 

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                                                        [Enlarge/Download Table]


                                TABLE OF CONTENTS                                                                   
                                                                                                               PAGE 

                                                                                                                    
Article I THE MERGER...........................................................................................A-6  

1.1      The Merger............................................................................................A-6  

1.2      Effective Time; Closing...............................................................................A-6  

1.3      Effects of the Merger.................................................................................A-6  

1.4      Certificate of Incorporation; Bylaws..................................................................A-6  

1.5      Directors and Officers................................................................................A-7  

1.6      Effect on Capital Stock...............................................................................A-7  

1.7      Dissenting Shares.....................................................................................A-8  

1.8      Surrender of Certificates.............................................................................A-8  

1.9      No Further Ownership Rights in Company Common Stock...................................................A-9  

1.10     Lost, Stolen or Destroyed Certificates................................................................A-9  

1.11     Taking of Necessary Action; Further Action............................................................A-9  

Article II REPRESENTATIONS AND WARRANTIES OF COMPANY...........................................................A-9  

2.1      Organization and Qualification; Subsidiaries.........................................................A-10  

2.2      Certificate of Incorporation and Bylaws..............................................................A-10  

2.3      Capitalization.......................................................................................A-10  

2.4      Authority Relative to this Agreement.................................................................A-12  

2.5      No Conflict; Required Filings and Consents...........................................................A-12  

2.6      Compliance; Permits..................................................................................A-13  

2.7      SEC Filings; Financial Statements....................................................................A-13  

2.8      No Undisclosed Liabilities...........................................................................A-14  

2.9      Absence of Certain Changes or Events.................................................................A-14  

2.10     Absence of Litigation................................................................................A-14  

2.11     Employee Benefit Plans...............................................................................A-14  

2.12     Labor Matters........................................................................................A-16  

2.13     Proxy Statement......................................................................................A-16  

2.14     Restrictions on Business Activities..................................................................A-17  

2.15     Title to Property....................................................................................A-17  

2.16     Taxes................................................................................................A-17  

2.17     Environmental Matters................................................................................A-19  

2.18     Brokers..............................................................................................A-19  

2.19     Intellectual Property................................................................................A-19  

2.20     Agreements, Contracts and Commitments................................................................A-22  

2.21     Insurance............................................................................................A-23  

2.22     Board Approval.......................................................................................A-23  

2.23     Vote Required........................................................................................A-23  

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                                TABLE OF CONTENTS                                                                   
                                   (CONTINUED)                                                                      
                                                                                                               PAGE 

2.24     State Takeover Statutes..............................................................................A-23  

Article III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB...........................................A-24  

3.1      Organization and Qualification; Subsidiaries.........................................................A-24  

3.2      Authority Relative to this Agreement.................................................................A-24  

3.3      No Conflict; Required Filings and Consents...........................................................A-24  

3.4      Ownership of Merger Sub; No Prior Activities.........................................................A-25  

Article IV CONDUCT PRIOR TO THE EFFECTIVE TIME................................................................A-25  

4.1      Conduct of Business by the Company...................................................................A-25  

Article V ADDITIONAL AGREEMENTS...............................................................................A-28  

5.1      Initial Payment......................................................................................A-28  

5.2      Related Agreements...................................................................................A-28  

5.3      Parent Warrant.......................................................................................A-28  

5.4      Proxy Statement......................................................................................A-28  

5.5      Stockholder Meeting..................................................................................A-29  

5.6      Confidentiality; Access to Information...............................................................A-29  

5.7      No Solicitation......................................................................................A-29  

5.8      Parent Standstill....................................................................................A-32  

5.9      Public Disclosure....................................................................................A-32  

5.10     Reasonable Efforts; Notification.....................................................................A-32  

5.11     Third Party Consents.................................................................................A-33  

5.12     401(k) Plan..........................................................................................A-33  

5.13     Disclosure Supplements...............................................................................A-33  

5.14     Insurance; Indemnification...........................................................................A-34  

Article VI CONDITIONS TO THE MERGER...........................................................................A-34  

6.1      Conditions to Obligations of Each Party to Effect the Merger.........................................A-34  

6.2      Additional Conditions to Obligations of the Company..................................................A-34  

6.3      Additional Conditions to the Obligations of Parent and Merger Sub....................................A-35  

Article VII TERMINATION, AMENDMENT AND WAIVER.................................................................A-36  

7.1      Termination..........................................................................................A-36  

7.2      Notice of Termination................................................................................A-38  

7.3      Effect of Termination................................................................................A-38  

7.4      Fees and Expenses....................................................................................A-40  

7.5      Amendment............................................................................................A-40  

7.6      Extension; Waiver....................................................................................A-40  

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                                TABLE OF CONTENTS                                                                   
                                   (CONTINUED)                                                                      
                                                                                                              PAGE  

Article VIII GENERAL PROVISIONS...............................................................................A-40  

8.1      Survival of Representations and Warranties...........................................................A-40  

8.2      Notices..............................................................................................A-40  

8.3      Interpretation; Definitions..........................................................................A-41  

8.4      Counterparts.........................................................................................A-42  

8.5      Entire Agreement; Third Party Beneficiaries..........................................................A-42  

8.6      Severability.........................................................................................A-42  

8.7      Other Remedies; Specific Performance.................................................................A-42  

8.8      Governing Law........................................................................................A-42  

8.9      Rules of Construction................................................................................A-43  

8.10     Assignment...........................................................................................A-43  


 INDEX OF EXHIBITS

Exhibit A       Form of Voting Agreement                                        
Exhibit B       Form ofNon-Competition Agreement                                
Exhibit C       Form of License Agreement                                       
Exhibit D       Form of Omnibus Waiver and Amendment Agreement                  
Exhibit E       Form of Parent Warrant                                          
Exhibit F       Form of Certificate of Merger                                   
Exhibit G       Form of Amended and Restated Certificate of Incorporation of the
Company                                         

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 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

  This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered
into as of August 17, 2001, by and among VISX, Incorporated, a Delaware         
corporation ("PARENT"), Orion Acquisition Corp., a Delaware corporation and a   
wholly-owned subsidiary of Parent ("MERGER SUB"), and Medjet Inc., a Delaware   
corporation (the "COMPANY").                                                    

BACKGROUND

A. Upon the terms and subject to the conditions of this Agreement (as 
defined in SECTION 1.2 below) and in accordance with the Delaware General       
Corporation Law ("DELAWARE LAW"), Parent and the Company intend to enter into a 
business combination transaction.                                               

     B. The Board of Directors of the Company (i) has determined that the Merger
(as defined in SECTION 1.1) is advisable and in the best interests of the       
Company and its stockholders, (ii) has approved and declared advisable this     
Agreement, and has approved the Merger and the other transactions contemplated  
by this Agreement and (iii) has determined to recommend that the stockholders of
the Company adopt and approve this Agreement and approve the Merger.            

C. The Boards of Directors of each of Parent and Merger Sub (i) have  
determined that the Merger is advisable and in the best interests of Parent,    
Merger Sub and their respective stockholders, and (ii) have approved this       
Agreement, the Merger and the other transactions contemplated by this Agreement.

  D. Each of the respective Boards of Directors of the Company, Parent and
Merger Sub recognizes that it is a condition of this Agreement, as set forth in 
SECTION 7.1(A) below, that Parent may terminate this Agreement at any time, and 
for any reason or no reason. In consideration for such termination right, and as
a material inducement to the Company to enter into this Agreement, Parent shall 
pay to the Company an amount equal to Five Hundred Thousand Dollars             
($500,000.00), as described in SECTION 5.1 below, concurrently with the         
execution and delivery of this Agreement.                                       

E. Concurrent with the execution and delivery of this Agreement, as a 
material inducement to Parent and Merger Sub to enter into this Agreement, (i)  
Eugene I. Gordon (the "PRINCIPAL SHAREHOLDER") is entering into a Voting        
Agreement, in substantially the form attached as EXHIBIT A (the "VOTING         
AGREEMENT"); (ii) the Principal Shareholder is entering into a Non-Competition  
Agreement, in substantially the form attached as EXHIBIT B (the "NON-COMPETITION
AGREEMENT"); (iii) Parent and the Company are entering into a License Agreement,
in substantially the form attached as EXHIBIT C (the "LICENSE AGREEMENT"); and  
(iv) Parent and the Company are entering into an Omnibus Waiver and Amendment   
Agreement, in substantially the form attached as EXHIBIT D (the "OMNIBUS WAIVER 
AND AMENDMENT AGREEMENT"). The Voting Agreement, Non-Competition Agreement,     
License Agreement and Omnibus Waiver and Amendment Agreement are collectively   
referred to as the "RELATED AGREEMENTS."                                        

    F. Concurrent with the execution and delivery of this Agreement, Parent is
purchasing from entities affiliated with Adam Smith & Co. ("ASC"): (i) 10,400   
shares of the Company's Series B Convertible Preferred Stock (the "SERIES B     
PREFERRED"), which represent all of the Company's outstanding shares of         
Preferred Stock, (ii) warrants to purchase a total of 1,040,000 shares of the   
Company's Common Stock (the "COMMON STOCK WARRANTS"), and (iii) a warrant to    
purchase a total of 325,000 shares of the Company's Common Stock (the "ASC      
WARRANT"). At the Effective Time (as defined in SECTION 1.2 below), the 10,400  
shares of Series B Preferred, the Common Stock Warrants and the ASC Warrant will
be canceled and extinguished without any conversion or exercise thereof. If this
Agreement is terminated                                                         

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pursuant to ARTICLE VII hereof, then certain of Parent's rights as the owner of 
the Series B Preferred, the Common Stock Warrants and ASC Warrant will be       
subject to certain limitations, as set forth more fully in SECTION 7.3 below.   

G. Concurrent with the execution and delivery of this Agreement, as a 
material inducement to Parent and Merger Sub to enter into this Agreement, the  
Company is issuing and delivering to Parent a three-year warrant, in the form   
attached as EXHIBIT E (the "PARENT WARRANT") to purchase 1,320,000 shares of    
Company Common Stock at a per share exercise price of seventy-five cents        
($0.75), as described more fully in SECTION 5.3 below. At the Effective Time (as
defined in SECTION 1.2 below), the Parent Warrant will be canceled and          
extinguished without any conversion or exercise thereof.                        

NOW, THEREFORE, in consideration of the covenants, promises and       
representations set forth in this Agreement, and for other good and valuable    
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:                                                       

 ARTICLE I
THE MERGER

  1.1        THE MERGER. At the Effective Time (as defined in SECTION 1.2)
and subject to and upon the terms and conditions of this Agreement and the      
applicable provisions of Delaware Law, Merger Sub shall be merged with and into 
the Company (the "MERGER"), the separate corporate existence of Merger Sub shall
cease and the Company shall continue as the surviving corporation. The Company  
as the surviving corporation after the Merger is sometimes referred to as the   
"SURVIVING CORPORATION."                                                        

1.2        EFFECTIVE TIME; CLOSING. Subject to the provisions of this 
Agreement, the parties shall cause the Merger to be consummated by filing a     
Certificate of Merger, in the form attached as EXHIBIT F with the Secretary of  
State of the State of Delaware in accordance with the relevant provisions of    
Delaware Law (the "CERTIFICATE OF MERGER") (the time of such filing (or such    
later time, as may be agreed in writing by the Company and Parent and specified 
in the Certificate of Merger) being the "EFFECTIVE TIME") as soon as practicable
on the Closing Date (as defined below). Unless the context otherwise requires,  
the term "AGREEMENT" refers collectively to this Agreement and Plan of Merger   
and Reorganization and the Certificate of Merger. The closing of the Merger (the
"CLOSING") shall take place at either (in Parent's option) the offices of Kelley
Drye & Warren LLP, 101 Park Avenue, New York, New York or Wilson Sonsini        
Goodrich & Rosati, Professional Corporation, 245 Park Avenue, New York, New     
York, after satisfaction or waiver of all conditions to Closing set forth in    
ARTICLE VI, including without limitation satisfaction in Parent's sole          
discretion of the closing condition set forth in SECTION 6.3(M); PROVIDED,      
HOWEVER, that the Closing shall occur no sooner than five business days after   
delivery of the written certificate referred to in such section (the "CLOSING   
DATE").                                                                         

     1.3        EFFECTS OF THE MERGER. At the Effective Time, the effects of the
Merger shall be as provided in this Agreement and the applicable provisions of  
Delaware Law. Without limiting the generality of the foregoing, and subject     
thereto, at the Effective Time all the property, rights, privileges, powers and 
franchises of the Company and Merger Sub shall vest in the Surviving            
Corporation, and all debts, liabilities and duties of the Company and Merger Sub
shall become the debts, liabilities and duties of the Surviving Corporation.    

1.4        CERTIFICATE OF INCORPORATION; BYLAWS.                      

              (a)      At the Effective Time, the Certificate of Incorporation
of the Merger Sub, as in effect immediately prior to the Effective Time, shall  
be the Certificate of Incorporation of the Surviving Corporation until          
thereafter amended as provided by law and such Certificate of Incorporation     
of the                                                                          

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Surviving Corporation; PROVIDED, HOWEVER, that at the Effective Time the        
Certificate of Incorporation of the Surviving Corporation shall be amended and  
restated in the form attached as EXHIBIT G.                                     

               (b)      The Bylaws of Merger Sub, as in effect immediately prior
to the Effective Time, shall be, at the Effective Time, the Bylaws of the       
Surviving Corporation until thereafter amended.                                 

   1.5        DIRECTORS AND OFFICERS. The initial directors of the Surviving
Corporation shall be the directors of Merger Sub immediately prior to the       
Effective Time, until their respective successors are duly elected or appointed 
and qualified. The initial officers of the Surviving Corporation shall be the   
officers of Merger Sub immediately prior to the Effective Time, until their     
respective successors are duly appointed.                                       

    1.6        EFFECT ON CAPITAL STOCK. Subject to the terms and conditions of
this Agreement, at the Effective Time, by virtue of the Merger and without any  
action on the part of Merger Sub, the Company or the holders of any of the      
following securities, the following shall occur:                                

           (a)      CONVERSION OF COMPANY COMMON STOCK. At the Effective
Time, each outstanding share of common stock of the Company ("COMPANY COMMON    
STOCK"), upon the terms and subject to the conditions set forth below and       
throughout this Agreement, will be canceled and extinguished and be converted   
automatically into the right to receive Two Dollars ($2.00) (the "PER SHARE     
PURCHASE PRICE"), upon the terms and subject to conditions set forth in this    
SECTION 1.6 and throughout this Agreement. The Per Share Purchase Price shall be
appropriately adjusted to reflect fully the effect of any stock split, reverse  
stock split, stock dividend, reorganization, recapitalization or like change    
with respect to Company Common Stock occurring after the date hereof and prior  
to the Effective Time (a "RECAPITALIZATION").                                   

              (b)      CANCELLATION OF PARENT-OWNED STOCK AND SECURITIES. Each
share of Company capital stock and all warrants to purchase Company capital     
stock held by the Company or owned by Merger Sub, Parent or any direct or       
indirect wholly-owned subsidiary of the Company or of Parent immediately prior  
to the Effective Time shall be canceled and extinguished without any conversion 
thereof.                                                                        

              (c)      STOCK OPTIONS AND WARRANTS. At the Effective Time, each
outstanding option to purchase shares of Company Common Stock (each, a "COMPANY 
STOCK OPTION") under the Company's 1994 Stock Option Plan (the "COMPANY OPTION  
PLAN") or otherwise and each outstanding warrant to purchase shares of Company  
Common Stock (each, a "COMPANY WARRANT") not exercised prior to the Effective   
Time shall be canceled and extinguished. Parent will pay to each holder of a    
Company Stock Option or a Company Warrant the difference between $2.00 and the  
exercise price per share (if less than $2.00) of Company Common Stock underlying
such Company Stock Option or Company Warrant multiplied by the total number of  
shares of Company Common Stock underlying such Company Stock Option or Company  
Warrant (other than any Company Warrant held by Parent). Parent will not pay any
amounts with respect to Company Stock Options or Company Warrants that have an  
exercise price of equal to or greater than $2.00.                               

              (d)      CAPITAL STOCK OF MERGER SUB. Each share of common stock
of Merger Sub (the "MERGER SUB COMMON STOCK") issued and outstanding immediately
prior to the Effective Time shall be converted into one validly issued, fully   
paid and nonassessable share of common stock of the Surviving Corporation. Each 
certificate evidencing ownership of shares of Merger Sub Common Stock shall     
evidence ownership of such shares of capital stock of the Surviving Corporation.
Accordingly, as a result of the Merger, Parent (as the owner of all outstanding 
shares of Merger Sub Common Stock immediately                                   

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prior to the Effective Time) shall be the owner of all of the capital stock of  
the Surviving Corporation immediately after the Effective Time.                 

         (e)      SHAREHOLDER LOANS. In the event that any holder of
Company Common Stock has outstanding loans owed to the Company as of the        
Effective Time, the consideration payable to such holder of Company Common Stock
pursuant to this SECTION 1.6 shall be reduced by an amount equal to the         
outstanding principal plus accrued interest of such holder's loans as of the    
Effective Time. The reduction in the consideration contemplated in the preceding
sentence is intended to effect a payment mechanism for the satisfaction and not 
the forgiveness of any such outstanding loan.                                   

1.7        DISSENTING SHARES.                                         

             (a)      Notwithstanding any other provisions of this Agreement
to the contrary, any shares of Company Common Stock held by a holder who has    
exercised and perfected appraisal rights for such shares in accordance with     
Section 262 of Delaware Law and who has not effectively withdrawn or lost such  
appraisal rights ("DISSENTING SHARES"), shall not be converted into or represent
a right to receive the consideration for Company Common Stock set forth in      
SECTION 1.6 hereof, but the holder thereof shall only be entitled to such rights
as are provided by Delaware Law.                                                

               (b)      Notwithstanding the provisions of SECTION 1.7(A) hereof,
if any holder of Dissenting Shares shall effectively withdraw or lose (through  
failure to perfect or otherwise) such holder's appraisal rights under Delaware  
Law, then, as of the later of the Effective Time and the occurrence of such     
event, such holder's shares shall automatically be converted into and represent 
only the right to receive the consideration for Company Common Stock set forth  
in SECTION 1.6 hereof, without interest thereon, upon surrender of the          
certificate representing such shares.                                           

             (c)      The Company shall give Parent (i) prompt notice of any
written demand for appraisal received by the Company pursuant to the applicable 
provisions of Delaware Law, and (ii) the opportunity to participate in all      
negotiations and proceedings with respect to such demands. The Company shall    
not, except with the prior written consent of Parent, make any payment with     
respect to any such demands or offer to settle or settle any such demands.      

1.8        SURRENDER OF CERTIFICATES.                                 

          (a)      EXCHANGE AGENT. Parent shall select a bank or trust
company reasonably acceptable to the Company to act as the exchange agent (the  
"EXCHANGE AGENT") in the Merger.                                                

          (b)      PARENT TO PROVIDE AGGREGATE CONSIDERATION. Promptly
after the Effective Time, Parent shall make available to the Exchange Agent for 
exchange in accordance with this ARTICLE I, the Aggregate Consideration payable 
pursuant to SECTION 1.6 in exchange for outstanding shares of Company Common    
Stock. "AGGREGATE CONSIDERATION" shall mean the sum total of the amounts payable
in exchange for outstanding shares of Company Common Stock pursuant to SECTION  
1.6.                                                                            

            (c)      EXCHANGE PROCEDURES. As soon as practicable after the
Effective Time, Parent shall cause the Exchange Agent to mail to each holder of 
record (as of the Effective Time) of a certificate or certificates (the         
"CERTIFICATES"), which immediately prior to the Effective Time represented      
outstanding shares of Company Common Stock whose shares were converted into the 
right to receive the amounts payable pursuant to SECTION 1.6, (i) a letter of   
transmittal in customary form (which shall specify that delivery shall be       
effected, and risk of loss and title to the Certificates shall pass, only upon  
delivery of the Certificates to the Exchange Agent and shall contain such other 
provisions as Parent may reasonably specify) and (ii) instructions for use in   
effecting the surrender of the Certificates in exchange for the                 

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amounts payable pursuant to SECTION 1.6. Upon surrender of Certificates for     
cancellation to the Exchange Agent or to such other agent or agents as may be   
appointed by Parent, together with such letter of transmittal, duly completed   
and validly executed in accordance with the instructions thereto, the holders of
such Certificates shall be entitled to receive the amounts payable pursuant to  
SECTION 1.6, and the Certificates so surrendered shall forthwith be canceled.   
Until so surrendered, the outstanding Certificates will be deemed from and after
the Effective Time, for all corporate purposes to evidence only the right to    
receive the amounts payable pursuant to SECTION 1.6.                            

              (d)      REQUIRED WITHHOLDING. Any of the Exchange Agent, Parent
or the Surviving Corporation, as the case may be, shall be entitled to deduct   
and withhold from any consideration payable or otherwise deliverable pursuant to
this Agreement to any holder or former holder of Company Common Stock such      
amounts as may be required to be deducted or withheld therefrom under the       
Internal Revenue Code of 1986, as amended (the "CODE") or under any provision of
state, local or foreign tax law or under any other applicable legal requirement.
To the extent such amounts are so deducted or withheld, such amounts shall be   
treated for all purposes under this Agreement as having been paid to the person 
to whom such amounts would otherwise have been paid.                            

             (e)      NO LIABILITY. Notwithstanding anything to the contrary
in this SECTION 1.8, neither the Exchange Agent, Parent, the Surviving          
Corporation nor any party shall be liable to a holder of shares of Company      
Common Stock for any amount properly paid to a public official pursuant to any  
applicable abandoned property, escheat or similar law.                          

               1.9      NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK. The
Aggregate Consideration shall be deemed to have been paid in full satisfaction  
of all rights pertaining to shares of Company Common Stock, and there shall be  
no further registration of transfers on the records of the Surviving Corporation
of shares of Company Common Stock that were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to the 
Surviving Corporation for any reason, they shall be canceled and exchanged as   
provided in this ARTICLE I.                                                     

           1.10     LOST, STOLEN OR DESTROYED CERTIFICATES. In the event
that any Certificates shall have been lost, stolen or destroyed, the Exchange   
Agent shall pay the amounts payable pursuant to SECTION 1.6 in exchange for such
lost, stolen or destroyed Certificates, upon the making of an affidavit of that 
fact by the holder thereof; PROVIDED, HOWEVER, that Parent may, in its          
reasonable discretion and as a condition precedent to the payment of the amounts
payable pursuant to SECTION 1.6, require the owner of such lost, stolen or      
destroyed Certificates to deliver a bond in such sum as it may reasonably direct
as indemnity against any claim that may be made against Parent, the Surviving   
Corporation or the Exchange Agent with respect to the Certificates alleged to   
have been lost, stolen or destroyed.                                            

             1.11     TAKING OF NECESSARY ACTION; FURTHER ACTION. If, at any
time after the Effective Time, any further action is necessary or desirable to  
carry out the purposes of this Agreement and to vest the Surviving Corporation  
with full right, title and possession to all assets, property, rights,          
privileges, powers and franchises of the Company and Merger Sub, the current    
officers and directors of the Company and Merger Sub will, to the extent        
reasonable and at the sole expense of the Surviving Corporation, take all such  
lawful and necessary action.                                                    

ARTICLE II
 REPRESENTATIONS AND WARRANTIES OF COMPANY

  The Company represents and warrants to Parent and Merger Sub as follows,
subject to such exceptions as are specifically disclosed in writing in the      
disclosure schedule supplied by the Company to Parent dated as of the date      
hereof (the "COMPANY Schedule"). The Company Schedule shall be arranged         

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in sections corresponding to the numbered and lettered paragraphs contained in  
this ARTICLE II, and the disclosure of any section of the Company Schedule shall
qualify other paragraphs in this ARTICLE II only to the extent that it is       
reasonably apparent from a reading of such disclosure that it also qualifies or 
applies to such other paragraph.                                                

2.1        ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.              

           (a)      The Company is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its         
incorporation and has the requisite corporate power and authority to own, lease 
and operate its assets and properties and to carry on its business as it is now 
being conducted. The Company is in possession of all franchises, grants,        
authorizations, licenses, permits, easements, consents, certificates, approvals 
and orders ("APPROVALS") necessary to own, lease and operate the properties it  
purports to own, operate or lease and to carry on its business as it is now     
being conducted, except where the failure to have such Approvals would not,     
individually or in the aggregate, be material to the Company. The Company is    
duly qualified or licensed as a foreign corporation to do business, and is in   
good standing, in each jurisdiction where the character of the properties owned,
leased or operated by it or the nature of its activities makes such             
qualification or licensing necessary, except for such failures to be so duly    
qualified or licensed and in good standing that would not, either individually  
or in the aggregate, have a Material Adverse Effect on the Company.             

           (b)      The Company has no subsidiaries. The Company has not
agreed nor is obligated to make nor be bound by any written, oral or other      
agreement, contract, subcontract, lease, binding understanding, instrument,     
note, option, warranty, purchase order, license, sublicense, insurance policy,  
benefit plan, commitment or undertaking of any nature, as of the date hereof or 
as may hereafter be in effect (a "CONTRACT") under which it may become obligated
to make, any future investment in or capital contribution to any other entity.  
The Company does not directly or indirectly own any equity or similar interest  
in or any interest convertible, exchangeable or exercisable for, any equity or  
similar interest in, any corporation, partnership, joint venture or other       
business, association or entity.                                                

2.2        CERTIFICATE OF INCORPORATION AND BYLAWS. The Company has   
previously furnished to Parent a complete and correct copy of its certificate of
incorporation and bylaws as amended to date (together, the "COMPANY CHARTER     
DOCUMENTS"). Such Company Charter Documents are in full force and effect. The   
Company is not in violation of any of the provisions of the Company Charter     
Documents.                                                                      

2.3        CAPITALIZATION.                                            

               (a)      The authorized capital stock of the Company consists of:
30,000,000 shares of Company Common Stock, and 1,000,000 shares of Preferred    
Stock ("COMPANY PREFERRED STOCK"), which may be designated as Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, and Series B         
Convertible Preferred Stock. The Series A Preferred Stock, Series B Preferred   
Stock and Series C Preferred Stock consist of an aggregate of not more than     
400,000 shares, of which 110,000 are designated as Series A Preferred Stock. ___
In addition, 16,000 shares of Company Preferred Stock are designated as Series B
Convertible Preferred Stock, each having par value $0.01 per share. At the close
of business on August 14, 2001:                                                 

                     (i)     3,901,431 shares of Company Common Stock were
issued and outstanding, all of which are validly issued, fully paid and         
nonassessable;                                                                  

                  (ii)    no shares of Series A Preferred Stock were
issued or outstanding;                                                          

                  (iii)   no shares of Series B Preferred Stock were
issued or outstanding;                                                          

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                  (iv)    no shares of Series C Preferred Stock were
issued or outstanding;                                                          

                       (v)     10,400 shares of Series B Convertible Preferred
Stock were issued and outstanding, all of which are validly issued, fully paid  
and nonassessable;                                                              

                       (vi)    33,789 shares of Company Common Stock were held
in treasury by the Company;                                                     

                   (vii)   513,046 shares of Company Common Stock were
reserved for issuance upon the exercise of outstanding options to purchase      
Company Common Stock under the Company Option Plan;                             

                       (viii)  no shares of Company Common Stock were reserved
for issuance upon the exercise of other outstanding options to purchase Company 
Common Stock;                                                                   

                   (ix)    133,531 shares of Company Common Stock were
available for future grant under the Company Option Plan;                       

                     (x)     1,440,772 shares of Company Common Stock were
reserved for future issuance upon conversion of warrants of the Company.        

            (b)      SECTION 2.3(B) of the Company Schedule sets forth the
following information with respect to each Company Stock Option outstanding as  
of August 14, 2001: (i) the name of the optionee; (ii) the particular plan      
pursuant to which such Company Stock Option was granted; (iii) the number of    
shares of Company Common Stock subject to such Company Stock Option; (iv) the   
exercise price of such Company Stock Option; (v) the date on which such Company 
Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the   
date on which such Company Stock Option expires. The Company has made available 
to Parent accurate and complete copies of all stock option plans pursuant to    
which the Company has granted such Company Stock Options that are currently     
outstanding and the form of all stock option agreements evidencing such Company 
Stock Options. SECTION 2.3(B) of the Company Schedule also sets forth the       
following information with respect to each Company Warrant outstanding as of    
August 14, 2001: (i) the name of the warrant holder; (ii) the number of shares  
of Company Common Stock subject to such Company Warrant; (iii) the exercise     
price of such Company Warrant; (iv) the date on which such Company Warrant was  
granted; (v) any applicable performance based provisions of such Company        
Warrant; (vi) the date on which such Company Warrant expires. All shares of     
Company Common Stock subject to issuance as aforesaid, upon issuance on the     
terms and conditions specified in the instrument pursuant to which they are     
issuable, would be duly authorized, validly issued, fully paid and              
nonassessable. Except as set forth in SECTION 2.3(B) of the Company Schedule,   
there are no commitments or agreements of any character to which the Company is 
bound obligating the Company to accelerate the vesting of any Company Stock     
Option or Company Warrants as a result of the Merger. All outstanding shares of 
Company Common Stock and all outstanding Company Stock Options have been issued 
and granted in compliance with (i) all applicable securities laws and other     
applicable Legal Requirements (as defined below) and (ii) all requirements set  
forth in applicable Contracts. For the purposes of this Agreement, "LEGAL       
REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, 
statute, constitution, principle of common law, resolution, ordinance, code,    
edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority 
of any Governmental Entity (as defined below).                                  

           (c)      Except as set forth in SECTION 2.3(B) of the Company
Schedule, there are no subscriptions, options, warrants, equity securities,     
partnership interests or similar ownership interests,                           

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calls, rights (including preemptive rights), commitments or agreements of any   
character to which the Company is a party or by which it is bound obligating the
Company to issue, deliver or sell, or cause to be issued, delivered or sold, or 
repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or 
acquisition of, any shares of capital stock, partnership interests or similar   
ownership interests of the Company or obligating the Company to grant, extend,  
accelerate the vesting of or enter into any such subscription, option, warrant, 
equity security, call, right, commitment or agreement. As of the date of this   
Agreement, there are no registration rights and there is, except for the Voting 
Agreement, no voting trust, proxy, rights plan, antitakeover plan or other      
agreement or understanding to which the Company is a party or by which it is    
bound with respect to any equity security of any class of the Company.          

2.4        AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all  
necessary corporate power and authority to execute and deliver this Agreement   
and the Related Agreements and to perform its obligations hereunder and         
thereunder, subject to obtaining the approval of the stockholders of the Company
of the Merger and this Agreement, to consummate the transactions contemplated   
hereby and thereby. The execution and delivery of this Agreement by the Company 
and the consummation by the Company of the transactions contemplated hereby and 
the execution and delivery of the Related Agreements by the Company and the     
consummation by the Company of the transactions contemplated thereby have been  
duly and validly authorized by all necessary corporate action on the part of the
Company, and no other corporate proceedings on the part of the Company are      
necessary to authorize this Agreement and the Related Agreements, or to         
consummate the transactions so contemplated (other than, with respect to the    
Merger, the approval and adoption of the Merger and this Agreement by a majority
of the votes entitled to be cast by the holders of the Company Common Stock and 
Series B Convertible Preferred Stock (voting on an as-converted to Company      
Common Stock basis), voting together as a single class, in accordance with      
Delaware Law and the Company Charter Documents). This Agreement and the Related 
Agreements have been duly and validly executed and delivered by the Company and,
assuming the due authorization, execution and delivery by Parent and Merger Sub,
and subject to obtaining the approval of the Company's stockholders of the      
Merger and this Agreement, constitute legal and binding obligations of the      
Company, enforceable against the Company in accordance with their terms except  
as enforceability may be limited by applicable bankruptcy, insolvency,          
reorganization, moratorium or similar laws affecting creditors' and contracting 
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).                                              

2.5        NO CONFLICT; REQUIRED FILINGS AND CONSENTS.                

           (a)      The execution and delivery of this Agreement and the
Related Agreements by the Company do not, and the performance of this Agreement 
and the Related Agreements by the Company shall not, (i) conflict with or       
violate the Company Charter Documents, (ii) subject to obtaining the approval of
the Company's stockholders of the Merger and this Agreement and compliance with 
the requirements set forth in SECTION 2.5(B) below, conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Company by   
which its properties is bound or affected, or (iii) result in any breach of or  
constitute a default (or an event that with notice or lapse of time or both     
would become a default) under, or impair the Company's rights or alter the      
rights or obligations of any third party under, or give to others any rights of 
termination, amendment, acceleration or cancellation of, or result in the       
creation of a lien or encumbrance on any of the properties or assets of the     
Company pursuant to, any material note, bond, mortgage, indenture, contract,    
agreement, lease, license, permit, franchise or other instrument or obligation  
to which the Company is a party or by which the Company or its respective       
properties are bound or affected, except to the extent such conflict, violation,
breach, default, impairment or other effect could not in the case of clauses    
(ii) or (iii), individually or in the aggregate, reasonably be expected to have 
a Material Adverse Effect on the Company.                                       

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           (b)      The execution and delivery of this Agreement and the
Related Agreements by the Company do not, and the performance of this Agreement 
and the Related Agreements by the Company shall not, require any consent,       
approval, authorization or permit of, or filing with or notification to, any    
court, administrative agency, commission, governmental or regulatory authority, 
domestic or foreign (a "GOVERNMENTAL ENTITY"), except (A) for applicable        
requirements, if any, of the Securities Act of 1933, as amended (the "SECURITIES
ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),    
state securities laws ("BLUE SKY LAWS"), the pre-merger notification            
requirements (the "HSR APPROVAL") of the Hart-Scott-Rodino Antitrust            
Improvements Act of 1976, as amended (the "HSR ACT"), the rules and regulations 
of Nasdaq, and the filing and recordation of the Certificate of Merger as       
required by Delaware Law and (B) where the failure to obtain such consents,     
approvals, authorizations or permits, or to make such filings or notifications, 
would not have a material adverse effect on the Company's ability to consummate 
the Merger or perform its obligations under this Agreement or the Related       
Agreements.                                                                     

2.6       COMPLIANCE; PERMITS.                                        

             (a)      The Company is not in default or violation of, (i) any
law, rule, regulation, order, judgment or decree (each, a "LAW") applicable to  
the Company or by which its properties is bound or affected, or (ii) any        
material note, bond, mortgage, indenture, contract, agreement, lease, license,  
permit, franchise or other instrument or obligation to which the Company is a   
party or by which the Company or its properties is bound or affected, except for
any defaults or violations that (individually or in the aggregate) would not    
have a Material Adverse Effect on the Company. To the Company's knowledge no    
investigation or review by any governmental or regulatory body or authority is  
pending or threatened against the Company, nor has any governmental or          
regulatory body or authority indicated an intention to conduct the same, other  
than, in each such case, those the outcome of which could not, individually or  
in the aggregate, reasonably be expected to have the effect of prohibiting or   
materially impairing any business practice of the Company, any acquisition of   
material property by the Company or the conduct of business by the Company in   
any material way.                                                               

          (b)      The Company holds all permits, licenses, variances,
exemptions, orders and approvals from governmental authorities ("PERMITS") that 
are material to operation of the business of the Company as currently conducted 
(collectively, the "COMPANY PERMITS"); PROVIDED, HOWEVER, that Permits that may 
be required for the future operation of the business have not been granted by   
the Food and Drug Administration or any comparable foreign governmental entity. 
The Company is in compliance in all material respects with the terms of the     
Company Permits.                                                                

2.7        SEC FILINGS; FINANCIAL STATEMENTS.                         

             (a)      The Company has made available to Parent a correct and
complete copy of each report, schedule, registration statement and definitive   
proxy statement filed by the Company with the Securities and Exchange Commission
("SEC") after January 1, 1999 (the "COMPANY SEC REPORTS"), which are all the    
forms, reports and documents required to be filed by the Company with the SEC   
after January 1, 1999. The Company SEC Reports (A) were prepared in accordance  
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and filed on a timely basis and (B) did not at the time they were filed (and
if amended or superseded by a filing prior to the date of this Agreement then on
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to 
make the statements therein, in light of the circumstances under which they were
made, not misleading.                                                           

    (b)      Each set of consolidated financial statements
(including, in each case, any related notes thereto) contained in the Company   
SEC Reports was prepared in accordance with generally accepted accounting       
principles ("GAAP") applied on a consistent basis throughout the periods        
involved                                                                        

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(except as may be indicated in the notes thereto or, in the case of unaudited   
statements, for the absence of footnotes) and each fairly presents in all       
material respects the financial position of the Company at the respective dates 
thereof and the results of its operations and cash flows for the periods        
indicated, except that the unaudited interim financial statements were or are   
subject to normal adjustments and lack footnotes.                               

2.8        NO UNDISCLOSED LIABILITIES. The Company has no liabilities 
(absolute, accrued, contingent or otherwise) which are, individually or in the  
aggregate, material to the business, results of operations or financial         
condition of the Company taken as a whole, except (i) liabilities provided for  
in the Company's balance sheet as of December 31, 2000 (or described in the     
footnotes thereto), (ii) liabilities incurred since December 31, 2000 in the    
ordinary course of business, (iii) contractual and other liabilities incurred in
the ordinary course of business which are not required by GAAP to be reflected  
on a balance sheet, and (iv) liabilities permitted under this Agreement and the 
transactions related to the Merger, and liabilities incurred pursuant to or in  
connection with any other agreement between the parties.                        

2.9        ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31, 2001,
there has not been: (i) any declaration, setting aside or payment of any        
dividend on, or other distribution (whether in cash, stock or property) in      
respect of, any of the Company's capital stock, (ii) any purchase, redemption or
other acquisition by the Company of (a) the Company's capital stock, (b) any    
other securities of the Company or (c) any options, warrants, calls or rights to
acquire any such shares or other securities, except for repurchases from        
employees following their termination pursuant to the terms of their            
pre-existing stock option or purchase agreements, (iii) any split, combination  
or reclassification of any of the Company's capital stock, (iv) any granting by 
the Company of any increase in compensation or fringe benefits, except for      
normal increases of cash compensation to non-officer employees in the ordinary  
course of business consistent with past practice, or any payment by the Company 
of any bonus, except for bonuses made to non-officer employees in the ordinary  
course of business consistent with past practice, or any granting by the Company
of any increase in severance or termination pay or any entry by the Company into
any currently effective employment, severance, termination or indemnification   
agreement or any agreement the benefits of which are contingent or the terms of 
which are materially altered upon the occurrence of a transaction involving the 
Company of the nature contemplated hereby, (v) except for any agreements between
Parent and the Company, entry by the Company into any licensing or other        
agreement with regard to the acquisition or disposition of any Company          
Intellectual Property (as defined in SECTION 2.19) other than any amendment or  
consent with respect to any licensing agreement filed or required to be filed by
the Company with the SEC, (vi) any material change by the Company in its        
accounting methods, principles or practices, except as required by concurrent   
changes in GAAP, or (vii) any revaluation by the Company of any of its assets,  
including, without limitation, writing down the value of capitalized inventory  
or writing off notes or accounts receivable or any sale of assets of the Company
other than in the ordinary course of business.                                  

  2.10       ABSENCE OF LITIGATION. There are no claims, actions, suits or
proceedings ("CLAIMS") pending or, to the knowledge of the Company, threatened  
against the Company or any properties or rights of the Company, before any      
court, arbitrator or administrative, governmental or regulatory authority or    
body, domestic or foreign, except for Claims that, individually or in the       
aggregate, would not have a Material Adverse Effect on the Company.             

2.11       EMPLOYEE BENEFIT PLANS.                                    

              (a)      All employee compensation, incentive, fringe or benefit
plans, programs, policies, commitments or other arrangements (whether or not set
forth in a written document and including, without limitation, all "employee    
benefit plans" within the meaning of Section 3(3) of the                        

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Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering 
any active or former employee, director or consultant of the Company or any     
trade or business (whether or not incorporated) which is a member of a          
controlled group or which is under common control with the Company within the   
meaning of Section 414 of the Code (an "AFFILIATE"), or with respect to which   
the Company has or may in the future have liability, are listed in SECTION      
2.11(A) of the Company Schedule (the "PLANS"). The Company has provided to      
Parent: (i) correct and complete copies of all documents embodying each Plan,   
and management, employment, severance, consulting, relocation, repatriation,    
expatriation, visa, work permit or other agreement, contract or understanding   
between the Company and any Employee ("EMPLOYMENT AGREEMENT"), including        
(without limitation) all amendments thereto, all related trust documents, and   
all material written agreements and contracts relating to each such Plan; (ii)  
the three (3) most recent annual reports (Form Series 5500 and all schedules and
financial statements, if any, required to be attached thereto), if any, required
under ERISA or the Code in connection with each Plan; (iii) the most recent     
summary plan description together with the summary(ies) of material             
modifications thereto, if any, required under ERISA with respect to each Plan;  
(iv) all IRS or DOL determination, opinion, notification and advisory letters;  
(v) all material correspondence to or from any governmental agency relating to  
any Plan; (vi) all COBRA forms and related notices; (vii) all discrimination    
tests for each Plan for the most recent three (3) plan years; (viii) the most   
recent annual actuarial valuations, if any required, prepared for each Plan;    
(ix) if the Plan is funded, the most recent annual and periodic accounting of   
Plan assets; (x) all material written agreements and contracts relating to each 
Plan, including, but not limited to, administrative service agreements, group   
annuity contracts and group insurance contracts; (xi) all material              
communications to employees or former employees regarding in each case, relating
to any amendments, terminations, establishments, increases or decreases in      
benefits, acceleration of payments or vesting schedules or other events which   
would result in any material liability under any Plan or proposed Plan; (xii)   
all policies pertaining to fiduciary liability insurance covering the           
fiduciaries for each Plan; and (xiii) all registration statements, annual       
reports (Form 11-K and all attachments thereto) and prospectuses prepared in    
connection with any Plan.                                                       

             (b)      The Company has performed in all material respects all
obligations required to be performed by it under, is not in default or violation
of, and has no knowledge of any default or violation by any other party to, each
Plan, and each Plan has been maintained and administered in all material        
respects in compliance with its terms and with the requirements prescribed by   
any and all statutes, orders, rules and regulations (foreign or domestic),      
including but not limited to ERISA and the Code, which are applicable to such   
Plans. No suit, action or other litigation (excluding claims for benefits       
incurred in the ordinary course of Plan activities) has been brought, or to the 
knowledge of the Company is threatened, against or with respect to any such     
Plan. There are no audits, inquiries or proceedings pending or, to the knowledge
of the Company, threatened by the Internal Revenue Service (the "IRS") or       
Department of Labor (the "DOL") with respect to any Plans. All contributions,   
reserves or premium payments required to be made or accrued as of the date      
hereof to the Plans have been timely made or accrued. Any Plan intended to be   
qualified under Section 401(a) of the Code and each trust intended to qualify   
under Section 501(a) of the Code (i) has either obtained a favorable            
determination, notification, advisory and/or opinion letter, as applicable, as  
to its qualified status from the IRS or still has a remaining period of time    
under applicable Treasury Regulations or IRS pronouncements in which to apply   
for such letter and to make any amendments necessary to obtain a favorable      
determination, and (ii) incorporates or has been amended to incorporate all     
provisions required to comply with the Tax Reform Act of 1986 and subsequent    
legislation. The Company does not have any plan or commitment to establish any  
new Plan, to modify any Plan (except to the extent required by law or to conform
any such Plan to the requirements of any applicable law, in each case as        
previously disclosed to Parent in writing, or as required by this Agreement), or
to enter into any new Plan. Each Plan can be amended, terminated or otherwise   
discontinued after the Effective Time in accordance with its terms, without     
liability to Parent, the Company or any of its Affiliates (other than ordinary  
administration expenses and expenses for benefits accrued but not yet paid).    

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               (c)      Neither the Company nor any of its Affiliates has at any
time ever maintained, established, sponsored, participated in, or contributed to
any plan subject to Title IV of ERISA or Section 412 of the Code, and at no time
has the Company contributed to or been requested to contribute to any           
"multiemployer plan," as such term is defined in ERISA or to any plan described 
in Section 413(c) of the Code. Neither the Company nor any officer or director  
of the Company is subject to any liability or penalty under Section 4975 through
4980B of the Code or Title I of ERISA. No "prohibited transaction," within the  
meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not   
otherwise exempt under Section 408 of ERISA, has occurred with respect to any   
Plan.                                                                           

               (d)      Neither the Company nor any of its Affiliates has, prior
to the Effective Time and in any material respect, violated any of the health   
continuation requirements of the Consolidated Omnibus Budget Reconciliation Act 
of 1985, as amended ("COBRA"), the requirements of the Family Medical Leave Act 
of 1993, as amended, the requirements of the Women's Health and Cancer Rights   
Act, as amended, the requirements of the Newborns' and Mothers' Health          
Protection Act of 1996, as amended, or any similar provisions of state law      
applicable to employees of the Company. None of the Plans promises or provides  
retiree medical or other retiree welfare benefits to any person except as       
required by applicable law, and the Company has not represented, promised or    
contracted (whether in oral or written form) to provide such retiree benefits to
any employee, former employee, director, consultant or other person, except to  
the extent required by statute.                                                 

            (e)      Except as disclosed in SECTION 2.11(E) of the Company
Schedule, neither the execution and delivery of this Agreement, nor the         
consummation of the transactions contemplated hereby will (either alone or upon 
the occurrence of any additional or subsequent events) (i) constitute an event  
under any Plan, Employment Agreement, trust or loan that will or may result in  
any payment (whether of severance pay or otherwise), acceleration, forgiveness  
of indebtedness, vesting, distribution, increase in benefits or obligation to   
fund benefits with respect to any Employee; or (ii) result in any payment or    
benefit which will or may be made by the Company or its Affiliates with respect 
to any Employee will be characterized as a "parachute payment," within the      
meaning of Section 280G(b)(2) of the Code.                                      

              (f)      The Company has no employees outside the United States.

   2.12       LABOR MATTERS. (i) There are no material controversies pending
or, to the knowledge of the Company, threatened, between the Company and any of 
its employees; (ii) the Company is not a party to any collective bargaining     
agreement or other labor union contract or arrangement with any labor union     
applicable to persons employed by the Company nor does the Company know of any  
activities or proceedings of any labor union to organize any such employees; and
(iii) the Company has no knowledge of any labor disputes, strikes, slowdowns,   
work stoppages or lockouts, or threats thereof, by or with respect to any       
employees of the Company, and the Company has not experienced any labor         
interruptions over the past three (3) years. The Company is in compliance in all
material respects with all applicable material foreign, federal, state and local
laws, rules and regulations respecting employment, employment practices, terms  
and conditions of employment and wages and hours.                               

2.13       PROXY STATEMENT. None of the information supplied or to be 
supplied by the Company for inclusion or incorporation by reference in the proxy
statement to be filed with the SEC by the Company pursuant to SECTION 5.4       
hereof, as the same may be amended from time to time (the "PROXY STATEMENT")    
will, at the dates mailed to the stockholders of the Company and at the time of 
the stockholders meeting of the Company (the "COMPANY STOCKHOLDERS' MEETING") in
connection with the transactions contemplated hereby, contain any untrue        
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. The Proxy Statement
will comply as to form in all material respects with the provisions of the      
Exchange Act and the rules and regulations promulgated                          

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by the SEC thereunder. Notwithstanding the foregoing, the Company makes no      
representation or warranty with respect to any information supplied by Parent or
Merger Sub that is contained in any of the foregoing documents.                 

2.14       RESTRICTIONS ON BUSINESS ACTIVITIES. There is no agreement,
commitment, judgment, injunction, order or decree binding upon the Company or to
which the Company is a party which has or could reasonably be expected to have  
the effect of prohibiting or materially impairing any business practice of the  
Company (including but not limited to research and development, sales,          
manufacturing, marketing and employment) or the conduct of business by the      
Company as such practice or business is currently conducted or presently        
anticipated by the Company to be conducted or pursued under any agreement       
between Parent and the Company.                                                 

  2.15       TITLE TO PROPERTY. The Company does not own any material real
property. The Company has good and defensible title to all of its material      
properties and assets it purports to own, free and clear of all liens, charges  
and encumbrances except liens for taxes not yet due and payable, and such liens 
or other imperfections of title, if any, as do not materially detract from the  
value of or interfere with the present use of the property affected thereby. All
leases pursuant to which the Company lease from others material real or personal
property are in good standing, valid and effective in accordance with their     
respective terms, and there is not, under any of such leases, any existing      
material default or event of default (or any event which with notice or lapse of
time, or both, would constitute a material default and in respect of which the  
Company has not taken adequate steps to prevent such default from occurring).   
All the plants, structures and equipment of the Company, except such as may be  
under construction, are in good operating condition and repair, in all material 
respects, subject to normal wear and tear.                                      

2.16       TAXES.                                                     

           (a)      For the purposes of this Agreement, "TAX" or "TAXES"
"means (i) any and all federal, state, local and foreign taxes, including taxes 
based upon or measured by gross receipts, income, profits, sales, use and       
occupation, and value added, ad valorem, transfer, franchise, withholding,      
payroll, recapture, employment, excise and property taxes, together with all    
interest, penalties and additions imposed with respect to such amounts, (ii) any
liability for the payment of any amounts of the type described in clause (i) as 
a result of being or ceasing to be a member of an affiliated, consolidated,     
combined or unitary group for any period (including, without limitation, any    
liability under Treasury Regulation Section 1.1502-6 or any comparable provision
of foreign, state or local law), and (iii) any liability for the payment of any 
amounts of the type described in clause (i) or (ii) as a result of any express  
or implied obligation to indemnify any other person or as a result of any       
obligations under any agreements or arrangements with any other person with     
respect to such amounts and including any liability for taxes of a predecessor  
entity.                                                                         

(b)                                               

                 (i)     The Company has timely filed (taking into
account extensions) all federal, state, local and foreign returns, estimates,   
information statements and reports ("RETURNS") relating to Taxes required to be 
filed by the Company with any Tax authority, except such Returns which are not  
material to the Company. All such Returns were correct and complete in all      
material respects. The Company has paid all Taxes shown to be due on such       
Returns.                                                                        

                      (ii)    The Company as of the Effective Time will have
withheld with respect to its employees all federal and state income Taxes, Taxes
pursuant to the Federal Insurance Contribution Act and other Taxes, if any,     
required to be withheld as of the Effective Time, except such Taxes which are   
not material to the Company, and have timely paid over to the proper            
governmental authorities all                                                    

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amounts required to be withheld and paid over under all applicable laws and will
have paid all then due Taxes required to be paid pursuant to the Federal        
Unemployment Tax Act with respect to compensation paid to its employees.        

                      (iii)   Except as disclosed in SECTION 2.16(B)(III) of
the Company Schedule, the Company has not been delinquent in the payment of any 
material Tax nor is there any material Tax deficiency outstanding, proposed or  
assessed against the Company, nor has the Company executed any unexpired waiver 
of any statute of limitations on or extending the period for the assessment or  
collection of any Tax.                                                          

                      (iv)    No audit or other examination of any Return of
the Company by any Tax authority is presently in progress, nor has the Company  
been notified in writing of any request for such an audit or other examination. 

                      (v)     No adjustment relating to any Returns filed by
the Company has been proposed in writing by any Tax authority to the Company or 
any representative thereof.                                                     

                     (vi)    The Company has no liability for any material
unpaid Taxes which has not been accrued for or reserved on the Company balance  
sheet dated December 31, 2000 in accordance with GAAP, whether asserted or      
unasserted, contingent or otherwise, which is material to the Company, other    
than any liability for unpaid Taxes that may have accrued since December 31,    
2000 in connection with the operation of the business of the Company in the     
ordinary course.                                                                

                (vii)   There is no contract, agreement, plan or
arrangement to which the Company is a party as of the date of this Agreement,   
including but not limited to the provisions of this Agreement, covering any     
employee or former employee of the Company that, individually or collectively,  
would reasonably be expected to give rise to the payment of any amount that     
would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.   
There is no contract, agreement, plan or arrangement to which the Company is a  
party or by which it is bound to compensate any individual for excise taxes paid
pursuant to Section 4999 of the Code.                                           

                       (viii)  The Company has not filed any consent agreement
under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code
apply to any disposition of a subsection (f) asset (as defined in Section       
341(f)(4) of the Code) owned by the Company.                                    

                     (ix)    The Company is not party to and does not have
any obligation under any tax-sharing, tax indemnity or tax allocation agreement 
or arrangement.                                                                 

                       (x)     None of the Company's assets are tax exempt use
property within the meaning of Section 168(h) of the Code.                      

                (xi)    The Company has not constituted either a
"distributing corporation" or a "controlled corporation" in a distribution of   
stock qualifying for tax-free treatment under Section 355 of the Code (i) in the
two years prior to the date of this Agreement or (ii) in a distribution which   
could otherwise constitute part of a "plan" or "series of related transactions" 
(within the meaning of Section 355(e) of the Code) in conjunction with the      
Merger.                                                                         

                      (xii)   Except as disclosed in SECTION 2.16(B)(X99) of
the Company Schedule, the Company has not granted any power of attorney with    
respect to Taxes.                                                               

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                   (xiii)  The Company is not, and has not been at any
time, a "United States real property holding corporation" within the meaning of 
section 897(c) of the Code.                                                     

2.17       ENVIRONMENTAL MATTERS. The Company (i) has obtained all    
applicable permits, licenses and other authorizations that are required under   
Environmental Laws the absence of which would have a Material Adverse Effect on 
the Company; (ii) is in compliance in all material respects with all material   
terms and conditions of such required permits, licenses and authorizations, and 
also is in compliance in all material respects with all other material          
limitations, restrictions, conditions, standards, prohibitions, requirements,   
obligations, schedules and timetables contained in such laws or contained in any
regulation, code, plan, order, decree, judgment, notice or demand letter issued,
entered, promulgated or approved thereunder; and (iii) has no knowledge of and  
has not received any written notice of any event, condition, circumstance,      
activity, practice, incident, action or plan that is reasonably foreseeably     
likely to interfere with or prevent continued compliance with any Environmental 
Law or that would give rise to any common law or statutory liability pursuant to
any Environmental Law, except to the extent such non-compliance, liability or   
Environmental Claim could not reasonably be expected to have a Material Adverse 
Effect on the Company. To the Company's knowledge, no Hazardous Materials are   
present in, on or under any real properties owned, leased or used at any time   
(including both land and improvements thereon) by the Company, in such manner as
would give rise to any liability or corrective or remedial obligation under any 
Environmental Laws. "ENVIRONMENTAL CLAIM" means any written notice, claim, act, 
cause of action or investigation by any person alleging potential liability     
(including potential liability for investigatory costs, cleanup costs,          
governmental response costs, natural resources damages, property damages,       
personal injuries or penalties) arising out of, based on or resulting from (i)  
the presence, or release into the environment, of any Hazardous Materials or    
(ii) any violation, or alleged violation, of any Environmental Laws.            
"ENVIRONMENTAL LAWS" means all Federal, state, local and foreign laws and       
regulations in effect on the date hereof relating to pollution of the           
environment (including ambient air, surface water, ground water, land surface or
subsurface strata) or the protection of human health and worker safety,         
including, without limitation, laws and regulations relating to emissions,      
discharges, releases or threatened releases of Hazardous Materials, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, 
disposal, transport or handling of Hazardous Materials. "HAZARDOUS MATERIALS"   
means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive
and biological materials, asbestos-containing materials, hazardous substances,  
petroleum and petroleum products or any fraction thereof, excluding, however,   
Hazardous Materials contained in products typically used for office, janitorial 
and/or landscaping purposes properly and safely maintained in accordance with   
Environmental Laws.                                                             

2.18       BROKERS. The Company has not incurred, nor will it incur,  
directly or indirectly, any liability for brokerage or finders' fees or agents' 
commissions or any similar charges in connection with this Agreement or any     
transaction contemplated hereby based upon arrangements made by or on behalf of 
the Company.                                                                    

   2.19       INTELLECTUAL PROPERTY. For the purposes of this Agreement, the
following terms have the following definitions:                                 

"INTELLECTUAL PROPERTY" shall mean: (i) all United States and foreign 
  patents and applications therefor and all reissues, divisions, renewals,
   extensions, provisionals, continuations and continuations-in-part thereof
 ("PATENTS"); (ii) all inventions (whether patentable or not), invention
 disclosures, improvements, trade secrets, proprietary information, know
   how, technology, technical data and customer lists, and all documentation
    (or in the case of know how, proprietary documentation) relating to any of
the foregoing; (iii) all copyrights, copyright registrations and      
     applications therefor and all other rights corresponding thereto throughout
the world; (iv) all industrial designs and any registrations and      
applications therefor throughout the world; (v) all                   

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    trade names, logos, common law trademarks and service marks; trademark and
service mark registrations and applications therefor and all goodwill 
associated therewith throughout the world; (vi) all databases and data
collections and all rights therein throughout the world related to    
research, design and development of the Company's Products; (vii) all 
computer software including all source code, object code, firmware,   
   development tools, files, records and data, all media on which any of the
foregoing is recorded, all Web addresses, sites and domain names; and 
(viii) any similar, corresponding or equivalent rights to any of the  
foregoing.                                                            

   "COMPANY INTELLECTUAL PROPERTY" shall mean any Intellectual Property that
is owned by or exclusively licensed to the Company. Without in any way
 limiting the generality of the foregoing, Company Intellectual Property
    includes all Intellectual Property owned by or exclusively licensed to the
     Company related to or necessary to develop, market or otherwise exploit the
Company's products.                                                   

"REGISTERED INTELLECTUAL PROPERTY" shall mean all United States,      
   international and foreign: (i) patents and patent applications (including
provisional applications); (ii) registered trademarks, applications to
    register trademarks, intent-to-use applications, or other registrations or
applications related to trademarks; (iii) registered copyrights and   
  applications for copyright registration; (iv) domain name registrations;
   and (v) any other application, certificate, filing, registration or other
  document issued by, filed with, or recorded by, any state, government or
other public legal authority.                                         

"COMPANY REGISTERED INTELLECTUAL PROPERTY" means all of the Registered
Intellectual Property owned by, or filed in the name of, the Company. 

            (a)      SECTION 2.19(A) of the Company Schedule is a complete
and accurate list of all Company Registered Intellectual Property and specifies,
where applicable, the jurisdictions in which each such item of Company          
Registered Intellectual Property has been issued or registered and lists any    
proceedings or actions before any court, tribunal (including the United States  
Patent and Trademark Office (the "PTO") or equivalent authority anywhere in the 
world) related to any of the Company Registered Intellectual Property, and any  
actions with respect thereto that should be taken within one hundred twenty     
(120) days after the date of this Agreement.                                    

            (b)      SECTION 2.19(B) of the Company Schedule is a complete
and accurate list (by name and version number, if applicable) of all products or
service offerings of the Company ("COMPANY PRODUCTS") that have been distributed
or provided in the five (5) year period preceding the date hereof or which the  
Company presently intends to distribute or provide in the next three (3) years, 
including any products or service offerings under development.                  

             (c)      No Company Intellectual Property owned by the Company,
no Company Product, and to the Company's knowledge, no Company Intellectual     
Property exclusively licensed by the Company, is subject to any proceeding or   
outstanding decree, order, judgment, contract, license, agreement, or           
stipulation restricting in any manner the use (in accordance with the Company's 
current practices), transfer, or licensing thereof by the Company, or which may 
adversely affect the use (in accordance with the Company's current practices) or
enforceability of such Company Intellectual Property or Company Product.        

       (d)      To the Company's knowledge, each item of Company
Registered Intellectual Property is valid and subsisting, all necessary         
registration, maintenance and renewal fees currently due in connection with such
Company Registered Intellectual Property have been made and all necessary       
documents, recordations and certificates in connection with such Company        
Registered Intellectual                                                         

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Property have been filed with the relevant patent, copyright, trademark or other
authorities in the United States or foreign jurisdictions, as the case may be,  
for the purposes of maintaining such Company Registered Intellectual Property.  

               (e)      The Company owns and has good and exclusive title to, or
exclusively licenses, each item of Company Intellectual Property free and clear 
of any lien or encumbrance on such owned Company Intellectual Property or on any
license to such licensed Company Intellectual Property. Without limiting the    
foregoing: (i) the Company is the exclusive owner of all trademarks and trade   
names used in connection with the operation or conduct of the business of the   
Company, including the sale, distribution or provision of any Company Products  
by the Company; (ii) the Company owns exclusively, and has good title to, all   
copyrighted works that are Company Products or which the Company otherwise      
purports to own; and (iii) to the extent that any Patents would be infringed by 
any Company Products currently under development or currently proposed, to the  
Company's knowledge the Company is the exclusive owner of such Patents.         

               (f)      To the extent that any technology, hardware, software or
Intellectual Property has been developed or created in whole or in part by a    
third party specifically for the Company or to the extent any Intellectual      
Property is incorporated into or necessary to make, use or sell any of the      
Company Products, the Company owns or has the unrestricted perpetual,           
non-terminable (except for breach) license to use such third party's            
Intellectual Property in such work, material or invention to the extent required
for or incident to the development, manufacture, operation or sale of the       
Company Products.                                                               

          (g)      Except as contemplated by any agreement between the
Company and Parent, the Company has not transferred ownership of, or granted any
exclusive license with respect to, any Intellectual Property that is Company    
Intellectual Property, to any third party, or permitted the Company's rights in 
such Company Intellectual Property to lapse or enter the public domain.         

        (h)      SECTION 2.19(H) of the Company Schedule lists all
contracts, licenses and agreements to which the Company is a party: (i) with    
respect to Company Intellectual Property currently licensed or transferred to   
any third party; or (ii) pursuant to which a third party licenses or has        
transferred any Intellectual Property to the Company.                           

         (i)      All contracts, licenses and agreements relating to
either (i) Company Intellectual Property (other than end-user licenses in the   
ordinary course) or (ii) Intellectual Property of a third party licensed to the 
Company or used in the business of the Company in the manner currently          
contemplated, are in full force and effect. The consummation of the transactions
contemplated by this Agreement will neither violate nor result in the breach,   
modification, cancellation, termination or suspension of such contracts,        
licenses and agreements. The Company is in material compliance with, and has not
materially breached any term of any such contracts, licenses and agreements and,
to the knowledge of the Company, all other parties to such contracts, licenses  
and agreements are in compliance with, and have not materially breached any term
of, such contracts, licenses and agreements. Following the Closing Date, the    
Surviving Corporation will be permitted to exercise all of the Company's rights 
under such contracts, licenses and agreements to the same extent the Company    
would have been able to had the transactions contemplated by this Agreement not 
occurred and without the payment of any additional amounts or consideration     
other than ongoing fees, royalties or payments which the Company would otherwise
be required to pay. Neither this Agreement nor the transactions contemplated by 
this Agreement will (as a result of agreements or commitments to which the      
Company is a party) result in (i) either Parent's or the Merger Sub's granting  
to any third party any right to or with respect to any Intellectual Property    
right owned by, or licensed to, either of them, (ii) either the Parent's or the 
Merger Sub's being bound by, or subject to, any non-compete or other restriction
on the operation or scope of their respective businesses,                       

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or (iii) either the Parent's or the Merger Sub's being obligated to pay any     
royalties or other amounts to any third party in excess of those payable by     
Parent or Merger Sub, respectively, prior to the Closing.                       

       (j)      To the Company's knowledge, the operation of the
business of the Company as such business currently is conducted, including (i)  
the Company's design, development, manufacture, distribution, reproduction,     
marketing or sale of the products or services of the Company (including Company 
Products) and (ii) the Company's use of any product, device or process, has not 
and does not infringe or misappropriate the Intellectual Property of any third  
party or constitute unfair competition or trade practices under the laws of any 
jurisdiction.                                                                   

               (k)      The Company has not received notice from any third party
that the operation of the business of the Company or any act, product or service
of the Company, infringes or misappropriates the Intellectual Property of any   
third party or constitutes unfair competition or trade practices under the laws 
of any jurisdiction.                                                            

               (l)      To the knowledge of the Company, no person has infringed
or misappropriated or is infringing or misappropriating any Company Intellectual
Property.                                                                       

            (m)      The Company has taken reasonable steps to protect the
Company's rights in the Company's confidential information and trade secrets    
that it wishes to protect or any trade secrets or confidential information of   
third parties provided to the Company, and, without limiting the foregoing, the 
Company has and enforces a policy requiring each employee and consultant to     
execute a proprietary information/confidentiality agreement substantially in the
form provided to Parent and all current and former employees and consultants of 
the Company have executed such an agreement.                                    

  2.20       AGREEMENTS, CONTRACTS AND COMMITMENTS. As of the date hereof,
except as set forth in SECTION 2.20 of the Company Schedule, the Company is not 
a party to or is bound by:                                                      

          (a)      any employment or consulting agreement, contract or
commitment with any officer or director of the Company, other than those that   
are terminable by the Company on no more than thirty (30) days' notice without  
liability or financial obligation to the Company;                               

             (b)      any agreement of indemnification or any guaranty other
than any agreement of indemnification entered into in connection with the       
purchase or license for use by the Company of software products or services in  
the ordinary course of business;                                                

           (c)      any agreement, contract or commitment containing any
covenant limiting in any respect the right of the Company to engage in any line 
of business or to compete with any person or granting any exclusive distribution
rights;                                                                         

               (d)      any agreement, contract or commitment currently in force
relating to the disposition or acquisition by the Company after the date of this
Agreement of a material amount of assets not in the ordinary course of business 
or pursuant to which the Company has any material ownership interest in any     
corporation, partnership, joint venture or other business enterprise;           

              (e)      any dealer, distributor, joint marketing or development
agreement currently in force under which the Company has continuing material    
obligations to jointly market any product, technology or service and which may  
not be canceled without penalty upon notice of ninety (90) days or less, or any 
material agreement pursuant to which the Company has continuing material        
obligations to jointly develop any intellectual property that will not be owned,
in whole or in part, by the Company and which may not be canceled without       
penalty upon notice of ninety (90) days or less;                                

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               (f)      any agreement, contract or commitment currently in force
to provide source code to any third party for any product or technology that is 
material to the Company taken as a whole;                                       

               (g)      any agreement, contract or commitment currently in force
to license any third party to manufacture or reproduce any Company product,     
service or technology or any agreement, contract or commitment currently in     
force to sell or distribute any Company products, service or technology except  
agreements with distributors or sales representatives in the normal course of   
business cancelable without penalty upon notice of ninety (90) days or less and 
substantially in the form previously provided to Parent;                        

             (h)      any mortgages, indentures, guarantees, loans or credit
agreements, security agreements or other agreements or instruments relating to  
the borrowing of money or extension of credit;                                  

            (i)      any material settlement agreement entered into within
five (5) years prior to the date of this Agreement; or                          

              (j)      any other agreement, contract or commitment under which
the Company is contractually obligated to make or entitled to receive payments  
of $100,000 or more individually.                                               

  The Company, nor to the Company's knowledge any other party to a Company
Contract (as defined below), is not in breach, violation or default under, and  
the Company has not received written notice that it has breached, violated or   
defaulted under, any of the material terms or conditions of any of the          
agreements, contracts or commitments to which the Company is a party or by which
it is bound that are required to be disclosed in the Company Schedule (any such 
agreement, contract or commitment, a "COMPANY CONTRACT") in such a manner as    
would permit any other party to cancel or terminate any such Company Contract,  
or would permit any other party to seek material damages or other remedies (for 
any or all of such breaches, violations or defaults, in the aggregate).         

     2.21       INSURANCE. The Company maintains insurance policies and fidelity
bonds covering the assets, business, equipment, properties, operations,         
employees, officers and directors of the Company (collectively, the "INSURANCE  
POLICIES") which are of the type and in amounts customarily carried by persons  
conducting businesses similar to those of the Company. There is no material     
claim by the Company pending under any of the material Insurance Policies as to 
which coverage has been questioned, denied or disputed by the underwriters of   
such policies or bonds.                                                         

     2.22       BOARD APPROVAL. The Board of Directors of the Company has, as of
the date of this Agreement, unanimously (i) approved and declared advisable this
Agreement and the Related Agreements and has approved the Merger and the other  
transactions contemplated hereby and thereby, (ii) determined that the Merger is
fair to, and in the best interests of, the Company and its stockholders and     
(iii) determined to recommend that the stockholders of the Company adopt and    
approve this Agreement and approve the Merger.                                  

     2.23       VOTE REQUIRED. The affirmative vote of the holders of a majority
of the votes entitled to be cast with respect to the Merger by the holders of   
the Company Common Stock and Series B Convertible Preferred Stock (voting on an 
as-converted to Company Common Stock basis), voting together as a single class, 
is the only vote of the holders of any class or series of the Company's capital 
stock necessary to approve this Agreement and the transactions contemplated     
hereby.                                                                         

     2.24       STATE TAKEOVER STATUTES. Neither Section 203 of the Delaware Law
nor, to the Company's knowledge, any other state takeover statute or similar    
statute or regulation applies to the Merger, this Agreement, the Related        
Agreements or the transactions contemplated hereby and thereby.                 

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 ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Parent and Merger Sub represent and warrant to the Company, subject to such
exceptions as are specifically disclosed in writing in the disclosure schedule  
supplied by Parent to the Company dated as of the date hereof (the "PARENT      
SCHEDULE") as follows. The Parent Schedule shall be arranged in sections        
corresponding to the numbered and lettered paragraphs contained in this ARTICLE 
III and the disclosure in any section of the Parent Schedule shall qualify other
paragraphs in this ARTICLE III only to the extent that it is reasonably apparent
from a reading of such disclosure that it also qualifies or applies to such     
other paragraph.                                                                

     3.1        ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. Each of Parent and
its subsidiaries is a corporation duly organized, validly existing and in good  
standing under the laws of the jurisdiction of its incorporation and has the    
requisite corporate power and authority to own, lease and operate its assets and
properties and to carry on its business as it is now being conducted, except    
where the failure to do so would not, individually or in the aggregate, have a  
Material Adverse Effect on Parent or Merger Sub. Each of Parent and its         
subsidiaries is in possession of all Approvals necessary to own, lease and      
operate the properties it purports to own, operate or lease and to carry on its 
business as it is now being conducted, except where the failure to have such    
Approvals would not, individually or in the aggregate, be material to Parent or 
Merger Sub. Each of Parent and its subsidiaries is duly qualified or licensed as
a foreign corporation to do business, and is in good standing, in each          
jurisdiction where the character of the properties owned, leased or operated by 
it or the nature of its activities makes such qualification or licensing        
necessary, except for such failures to be so duly qualified or licensed and in  
good standing that would not, either individually or in the aggregate, have a   
Material Adverse Effect on Parent or Merger Sub.                                

    3.2        AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent and Merger
Sub has all necessary corporate power and authority to execute and deliver this 
Agreement and the applicable Related Agreements and to perform its obligations  
hereunder and thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement by Parent and Merger  
Sub and the consummation by Parent and Merger Sub of the transactions           
contemplated hereby and the execution and delivery of the applicable Related    
Agreements by Parent and the consummation by Parent of the transactions         
contemplated thereby have been duly and validly authorized by all necessary     
corporate action on the part of Parent and Merger Sub, and no other corporate   
proceedings on the part of Parent or Merger Sub are necessary to authorize this 
Agreement and the applicable Related Agreements, or to consummate the           
transactions so contemplated. This Agreement and the Related Agreements have    
been duly and validly executed and delivered by Parent and Merger Sub and,      
assuming the due authorization, execution and delivery by the Company,          
constitute legal and binding obligations of Parent and Merger Sub, enforceable  
against Parent and Merger Sub in accordance with their terms.                   

3.3        NO CONFLICT; REQUIRED FILINGS AND CONSENTS.                

           (a)      The execution and delivery of this Agreement and the
applicable Related Agreements by Parent and Merger Sub do not, and the          
performance of this Agreement and the applicable Related Agreements by Parent   
and Merger Sub shall not, (i) conflict with or violate the Certificate of       
Incorporation, Bylaws or equivalent organizational documents of Parent or any of
its subsidiaries, (ii) subject to compliance with the requirements set forth in 
SECTION 3.3(B) below, conflict with or violate any Law applicable to Parent or  
any of its subsidiaries or by which its or any of their respective properties   
are bound or affected, or (iii) result in any breach of or constitute a default 
(or an event that with notice or lapse of time or both would become a default)  
under, or impair Parent's or any of its subsidiaries' rights or alter the rights
or obligations of any third party under, or give to others any rights of        
termination,                                                                    

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amendment, acceleration or cancellation of, or result in the creation of a lien 
or encumbrance on any of the properties or assets of Parent or any of its       
subsidiaries pursuant to, any material note, bond, mortgage, indenture,         
contract, agreement, lease, license, permit, franchise or other instrument or   
obligation to which Parent or any of its subsidiaries is a party or by which    
Parent or any of its subsidiaries or its or any of their respective properties  
are bound or affected, except to the extent such conflict, violation, breach,   
default, impairment or other effect would not in the case of clauses (ii) or    
(iii), individually or in the aggregate, reasonably be expected to have a       
Material Adverse Effect on Parent or Merger Sub.                                

           (b)      The execution and delivery of this Agreement and the
applicable Related Agreements by Parent and Merger Sub do not, and the          
performance of this Agreement and the applicable Related Agreements by Parent   
and Merger Sub shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any Governmental Entity except (i) for   
applicable requirements, if any, of the Securities Act, the Exchange Act, Blue  
Sky Laws, the pre-merger notification requirements of the HSR Act, the rules and
regulations of Nasdaq, and the filing and recordation of the Certificate of     
Merger as required by Delaware Law and (ii) where the failure to obtain such    
consents, approvals, authorizations or permits, or to make such filings or      
notifications, would not have a Material Adverse Effect on the Parent's or      
Merger Sub's ability to consummate the Merger or perform their obligations under
this Agreement and the Related Agreements.                                      

    3.4        OWNERSHIP OF MERGER SUB; NO PRIOR ACTIVITIES. The Merger Sub is
a direct, wholly-owned subsidiary of Parent and was formed solely for the       
purpose of engaging in the transactions contemplated by this Agreement. Except  
for obligations or liabilities incurred in connection with its incorporation or 
organization and the transactions contemplated by this Agreement and except for 
this Agreement and any other agreements or arrangements contemplated by this    
Agreement, the Merger Sub has not and will not have incurred, directly or       
indirectly, through any subsidiary or affiliate, any obligations or liabilities 
or engaged in any business activities of any type or kind whatsoever or entered 
into any agreements or arrangements with any person or entity which could       
adversely affect the ability of Merger Sub or Parent to consummate the          
transactions contemplated hereby.                                               

ARTICLE IV
 CONDUCT PRIOR TO THE EFFECTIVE TIME

     4.1       CONDUCT OF BUSINESS BY THE COMPANY. Except as expressly permitted
by this SECTION 4.1 or required by the terms of this Agreement, and except as   
provided in SECTION 4.1 of the Company Schedule, without the prior written      
consent of Parent, during the period from the date of this Agreement and        
continuing until the earlier of the termination of this Agreement pursuant to   
its terms or the Effective Time, the Company shall carry on its business, in the
ordinary course, in substantially the same manner as previously conducted and in
material compliance with all applicable laws and regulations, pay its material  
debts and taxes when due subject to good faith disputes over such debts or      
taxes, pay or perform other material obligations when due, and use its          
commercially reasonable efforts consistent with past practices and policies to  
(i) preserve intact its present business organization, (ii) keep available the  
services of its present officers and employees and (iii) preserve its           
relationships with customers, suppliers, distributors, licensors, licensees, and
others with which it has business dealings. In addition, except as expressly    
permitted or contemplated by the terms of this Agreement, and except as provided
in SECTION 4.1 of the Company Schedule, without the prior written consent of    
Parent, during the period from the date of this Agreement and continuing until  
the earlier of the termination of this Agreement pursuant to its terms or the   
Effective Time, the Company shall not do any of the following:                  

               (a)      Waive any stock repurchase rights, accelerate (except in
connection with the termination of the Company Option Plan), amend or change the
period of exercisability of options or                                          

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restricted stock, or reprice options granted under any employee, consultant,    
director or other stock plans or authorize cash payments in exchange for any    
options granted under any of such plans;                                        

               (b)      Grant any severance or termination pay to any officer or
employee except pursuant to written agreements outstanding, or policies         
existing, on the date hereof and as previously disclosed in writing or made     
available to Parent, or adopt any new severance plan;                           

               (c)      Transfer or license to any person or entity or otherwise
extend, amend or modify any rights to the Company Intellectual Property, or     
enter into grants to transfer or license to any person future patent rights;    

             (d)      Declare, set aside or pay any dividends on or make any
other distributions (whether in cash, stock, equity securities or property) in  
respect of any capital stock or split, combine or reclassify any capital stock  
or issue or authorize the issuance of any other securities in respect of, in    
lieu of or in substitution for any capital stock;                               

         (e)      Purchase, redeem or otherwise acquire, directly or
indirectly, any shares of capital stock of the Company, except repurchases of   
unvested shares at cost in connection with the termination of the employment    
relationship with any employee pursuant to stock option or purchase agreements  
in effect on the date hereof or granted hereafter;                              

           (f)      Issue, deliver, sell, authorize, pledge or otherwise
encumber any shares of capital stock or any securities convertible into shares  
of capital stock, or subscriptions, rights, warrants or options to acquire any  
shares of capital stock or any securities convertible into shares of capital    
stock, or enter into other agreements or commitments of any character obligating
it to issue any such shares or convertible securities, other than: (x) the      
issuance, delivery and/or sale of shares of Company Common Stock pursuant to the
exercise of Company Stock Options or Company Warrants outstanding as of the date
of this Agreement or granted pursuant to clause (y) hereof; and (y) the granting
of stock options to purchase up to seventy-five thousand (75,000) shares in the 
aggregate (and the issuance of Company Common Stock upon exercise thereof), in  
the ordinary course of business and consistent with past practices;             

             (g)      Cause, permit or propose any amendments to the Company
Charter Documents;                                                              

              (h)      Acquire or agree to acquire by merging or consolidating
with, or by purchasing any equity interest in or a portion of the assets of, or 
by any other manner, any business or any corporation, partnership, association  
or other business organization or division thereof, or otherwise acquire or     
agree to acquire any assets (other than in the ordinary course of business) or  
enter into any joint ventures, strategic partnerships or alliances;             

             (i)      Sell, lease, license, encumber or otherwise dispose of
any properties or assets except sales of inventory and the grant of end-user    
licenses in the ordinary course of business consistent with past practice,      
except for the sale, lease or disposition (other than through licensing) of     
property or assets which are not material, individually or in the aggregate, to 
the business of the Company;                                                    

             (j)      Incur any indebtedness for borrowed money or guarantee
any such indebtedness of another person, issue or sell any debt securities or   
options, warrants, calls or other rights to acquire any debt securities of the  
Company, enter into any "keep well" or other agreement to maintain any financial
statement condition or enter into any arrangement having the economic effect of 
any of the foregoing other than (i) in connection with the financing of ordinary
course trade payables consistent with past practice or (ii) in a principal      
amount not to exceed $150,000 in the aggregate;                                 

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          (k)      Adopt or amend any employee benefit plan, policy or
arrangement, any employee stock purchase or employee stock option plan, or enter
into any employment contract or collective bargaining agreement (other than     
offer letters and letter agreements entered into in the ordinary course of      
business consistent with past practice with employees who are terminable "at    
will"), pay any special bonus or special remuneration to any director or        
employee, or increase the salaries or wage rates (except for increases in the   
ordinary course of business for non-officer employees) or fringe benefits       
(including rights to severance or indemnification) of its directors, officers,  
employees or consultants;                                                       

        (l)      (i) pay, discharge, settle or satisfy any claims,
liabilities or obligations (absolute, accrued, asserted or unasserted,          
contingent or otherwise) or litigation (whether or not commenced prior to the   
date of this Agreement), other than the payment, discharge, settlement or       
satisfaction, in the ordinary course of business consistent with past practice  
or in accordance with their terms, of liabilities recognized or disclosed in the
most recent consolidated financial statements (or the notes thereto) of the     
Company included in the Company SEC Reports or incurred since the date of such  
financial statements, or (ii) waive the benefits of, agree to modify in any     
manner, terminate, release any person from or fail to enforce (without resorting
to litigation) any confidentiality or similar agreement to which the Company is 
a party or of which the Company is a beneficiary;                               

        (m)      Make any individual or series of related payments
outside of the ordinary course of business (including payments to financial,    
legal, accounting or other professional service advisors) in excess of $100,000 
per month (except that such limit shall be $500,000 for the first month         
following the execution of this Agreement and except that the $100,000 limit    
shall not apply to amounts owed to the Principal Shareholder or for legal       
services performed through the date of this Agreement);                         

           (n)      Except in the ordinary course of business consistent
with past practice, materially modify, amend or terminate any material contract 
or agreement to which the Company is a party or waive, delay the exercise of,   
release or assign any material rights or claims thereunder;                     

     (o)      Enter into or materially modify any contracts,
agreements, or obligations relating to the distribution, sale, license or       
marketing by third parties of the Company's products or products licensed by the
Company;                                                                        

          (p)      Revalue any of its assets or, except as required or
permitted by GAAP, make any change in accounting methods, principles or         
practices;                                                                      

     (q)      Incur or enter into any agreement, contract or
commitment outside of the ordinary course of business requiring payments by the 
Company in excess of $100,000 individually;                                     

         (r)      Make any tax election that, individually or in the
aggregate, is reasonably likely to adversely affect in any material respect the 
tax liability or tax attributes of the Company or settle or compromise any      
material income tax liability; provided, however, that nothing in this SECTION  
4.1(R) or elsewhere in this Agreement shall prohibit the Company from selling   
state tax losses to the extent permitted by applicable taxing authorities.      

               (s)      Amend or terminate any or all of the Related Agreements;
or                                                                              

               (t)      Agree in writing or otherwise to take any of the actions
described in SECTION 4.1(A) through SECTION 4.1(S) above.                       

   In the event the Company shall request Parent to consent in writing to an
action pursuant to this SECTION 4.1, Parent shall not unreasonably delay its    
determination as to whether to withhold such consent.                           

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 ARTICLE V
 ADDITIONAL AGREEMENTS

     5.1        INITIAL PAYMENT. Concurrently with the execution and delivery of
this Agreement, and as a material inducement to the Company to enter into this  
Agreement, Parent shall pay to the Company, by wire transfer, an amount equal to
Five Hundred Thousand Dollars ($500,000.00) (the "INITIAL PAYMENT"). Without    
limiting the Company's obligations pursuant to SECTION 7.3, in no event shall   
the Company be required to repay the Initial Payment to Parent, including       
without limitation regardless of whether the Agreement is terminated and the    
Merger is abandoned.                                                            

     5.2        RELATED AGREEMENTS. Concurrently with the execution and delivery
of this Agreement, and as a material inducement to Parent and Merger Sub to     
enter into this Agreement, (i) the Principal Shareholder is entering into a     
Voting Agreement, in substantially the form attached as EXHIBIT A; (ii) the     
Principal Shareholder is entering into a Non-Competition Agreement, in          
substantially the form attached as EXHIBIT B; (iii) Parent and the Company are  
entering into a License Agreement, in substantially the form attached as EXHIBIT
C; and (iv) Parent and the Company are entering into an Omnibus Waiver and      
Amendment Agreement, in substantially the form attached as EXHIBIT D.           

5.3        PARENT WARRANT. Concurrently with the execution of this    
Agreement, and as a material inducement to Parent and Merger Sub to enter into  
this Agreement, the Company shall issue and deliver to Parent the Parent        
Warrant, in the form attached as EXHIBIT E. In connection with the issuance of  
the Parent Warrant, Parent hereby waives on behalf of itself and all future     
holders of the Series B Convertible Preferred Stock, the ASC Warrant and the    
Common Stock Warrants and the shares issued or issuable thereunder any and all  
"anti-dilution" provisions set forth in Section 5.D of the Certificate of       
Designations of Series B Convertible Preferred Stock of Medjet Inc. (the        
"CERTIFICATE OF DESIGNATIONS"), Sections 7.1, 7.2 and 7.3 of the Common Stock   
Warrants and Sections 7.1, 7.2 and 7.3 of the ASC Warrant that might be         
triggered by the issuance of the Parent Warrant and the shares issued or        
issuable thereunder.                                                            

5.4        PROXY STATEMENT.                                           

             (a)      As promptly as practicable after the execution of this
Agreement, the Company shall prepare and file with the SEC the Proxy Statement. 
Parent shall have the right to review and comment thereon, but in all cases     
subject to the control of the Company except with respect to information        
relating to the Parent or Merger Sub. Parent shall furnish all information      
concerning Parent as the Company may reasonably request in connection with such 
actions and the preparation of the Proxy Statement. As promptly as practicable  
after the filing of the definitive Proxy Statement, the Proxy Statement shall be
mailed to the stockholders of the Company. The Company shall cause the Proxy    
Statement to comply as to form and substance in all material respects with the  
applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and   
(iii) the rules and regulations of the Nasdaq (applicable to the                
Over-The-Counter market).                                                       

             (b)      The Proxy Statement shall solicit the approval of this
Agreement and the Merger, and subject to the right of the Board of Directors to 
change its recommendation if it determines in good faith (after consultation    
with outside counsel) it is required to do so by its fiduciary duties to the    
stockholders of the Company under applicable law, shall include the             
recommendation of the Board of Directors of the Company to the Company's        
stockholders that they vote in favor of approval of this Agreement and the      
Merger. Without limiting the generality of the foregoing, the Company's         
obligations pursuant to the first sentence of this SECTION 5.4(B) shall not be  
affected by the commencement, public proposal, public disclosure or             
communication to the Company of any Takeover Proposal (as defined in SECTION    
5.7).                                                                           

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           (c)      Whenever any event occurs that is required to be set
forth in an amendment or supplement to the Proxy Statement, Parent or the       
Company, as the case may be, will promptly inform the other party of such       
occurrence and cooperate in filing with the SEC or its staff or any other       
government officials, and/or mailing to stockholders of the Company, such       
amendment or supplement, at the expense of Parent. The Company shall promptly   
amend or supplement, at the expense of Parent, the Proxy Statement to the extent
required by law to do so, and Parent shall cooperate with respect to any        
amendment or supplement. Parent shall have the right to review and comment on   
any amendment or supplement, but in all cases subject to the control of the     
Company except with respect to information relating to the Parent or Merger Sub.
Each of the parties shall advise the other parties, promptly after it receives  
notice thereof, of any request by the SEC for amendment of the Proxy Statement  
or comments thereon and responses thereto or requests by the SEC for additional 
information.                                                                    

     5.5        STOCKHOLDER MEETING. The Company shall call and hold the Company
Stockholders' Meeting as promptly as practicable after the date hereof for the  
purpose of voting upon the approval of this Agreement and the Merger pursuant to
the Proxy Statement. Subject to SECTION 5.7(B), the Company shall use all       
commercially reasonable efforts to solicit from its stockholders proxies in     
favor of the approval of this Agreement and the Merger pursuant to the Proxy    
Statement and shall take all other action necessary or advisable to secure the  
vote or consent of stockholders required by Delaware Law or applicable stock    
exchange requirements to obtain such approval. The Company shall take all other 
action, at the expense of Parent, necessary or advisable to promptly and        
expeditiously secure any vote or consent of stockholders required by applicable 
Law and the Company's Certificate of Incorporation and Bylaws to effect the     
Merger. Notwithstanding the foregoing, the obligation of the Company to call,   
give notice of, convene and hold the Company Stockholders' Meeting in accordance
with this SECTION 5.5 shall not be limited or otherwise affected by the         
disclosure, announcement or submission to the Company of any Takeover Proposal  
or by the withdrawal, amendment or modification of the recommendation of the    
Board of the Directors of the Company with respect to the Merger. The           
obligations set forth in this SECTION 5.5 shall in no event require the         
Company's Board of Directors to recommend the transactions contemplated by this 
Agreement to the Company's stockholders under circumstances in which the Board  
of Directors has changed its recommendation in accordance with SECTION 5.4(B).  

5.6        CONFIDENTIALITY; ACCESS TO INFORMATION.                    

          (a)      The parties acknowledge that the Company and Parent
have previously executed a Mutual Nondisclosure Agreement, dated as of May 25,  
2001 (the "NONDISCLOSURE AGREEMENT"), which Nondisclosure Agreement will        
continue in full force and effect in accordance with its terms.                 

  (b)      The Company will afford Parent and Parent's
accountants, counsel and employees reasonable access to its properties, books,  
records and personnel during the period prior to the Effective Time to obtain   
all information concerning its business as Parent may reasonably request.       

5.7        NO SOLICITATION.                                           

          (a)      From and after the date of this Agreement until the
Effective Time or termination of this Agreement pursuant to ARTICLE VII, the    
Company will not, nor will it authorize or permit any of its officers,          
directors, affiliates or employees or any investment banker, attorney or other  
advisor or representative retained by it to, directly or indirectly, (i)        
solicit, initiate, encourage or induce the making, submission or announcement of
any Takeover Proposal (as defined below), (ii) participate in any discussions or
negotiations regarding, or furnish to any person any information with respect   
to, or take any other action to facilitate any inquiries or the making of any   
proposal that constitutes or may reasonably be expected to lead to, any Takeover
Proposal, (iii) engage in discussions with any person with respect to any       
Takeover Proposal, (iv) approve, endorse or recommend any Takeover Proposal or  
(v)                                                                             

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enter into any letter of intent or similar document or any contract, agreement  
or commitment contemplating or otherwise relating to any Acquisition Transaction
(as defined below). The Company will immediately cease any and all existing     
activities, discussions or negotiations with any parties conducted heretofore   
with respect to any Takeover Proposal. Without limiting the foregoing, it is    
understood that any violation of the restrictions set forth in this SECTION 5.7 
by any officer, director or employee of the Company or any investment banker    
acting on behalf of the Company, attorney or other advisor or representative of 
the Company shall be deemed to be a breach of this SECTION 5.7 by the Company.  
Notwithstanding the foregoing, in response to a Takeover Proposal that the Board
of Directors of the Company determines in good faith (after consultation with   
outside counsel) constitutes a Superior Proposal (as defined below) and which   
Takeover Proposal was unsolicited and made after the date hereof and did not    
otherwise occur as a result of a breach of this SECTION 5.7, the Company may,   
subject to compliance with SECTION 5.7(C) and only to the extent in any such    
case the Board of Directors of the Company determines in good faith (after      
consultation with outside counsel) that the failure to take such actions are    
reasonably likely to constitute a breach of the Board's fiduciary duties to the 
stockholders of the Company under applicable law, (x) furnish information with  
respect to the Company to the person making such Takeover Proposal (and its     
representatives) pursuant to a customary confidentiality agreement containing   
provisions not less restrictive of such person than the Nondisclosure Agreement,
provided that all such information has previously been provided to Parent or is 
provided to Parent prior to or at the time it is provided to such person and (y)
participate in discussions or negotiations with the person making such Takeover 
Proposal (and its representatives) regarding such Takeover Proposal.            

            (b)      Neither the Board of Directors of the Company nor any
committee thereof shall (i) recommend, adopt or approve, or propose publicly to 
recommend, adopt or approve, any Takeover Proposal or Superior Proposal or (ii) 
approve or recommend, or propose to approve or recommend, or allow the Company  
to execute or enter into, any letter of intent, memorandum of understanding,    
agreement in principle, merger agreement, acquisition agreement, option         
agreement, joint venture agreement, partnership agreement or other similar      
agreement (each, an "ACQUISITION AGREEMENT") constituting or related to any     
Takeover Proposal (any action described in the foregoing clauses (i) or (ii) of 
this SECTION 5.7(B) being referred to as a "COMPANY ADVERSE RECOMMENDATION      
CHANGE"). Notwithstanding the foregoing, the Board of Directors of the Company  
may make a Company Adverse Recommendation Change, if such Board of Directors    
determines in good faith (after consultation with outside counsel) it is        
required to do so by its fiduciary duties to the stockholders of the Company    
under applicable law; provided, however, that no Company Adverse Recommendation 
Change may be made until after five business days following Parent's receipt of 
written notice (a "NOTICE OF ADVERSE RECOMMENDATION") from the Company advising 
Parent that the Board of Directors of the Company intends to make such a Company
Adverse Recommendation Change and specifying the terms and conditions of the    
applicable Superior Proposal (it being understood and agreed that any amendment 
to the financial terms or any other material term of such Superior Proposal     
shall require a new Notice of Adverse Recommendation and a new five-day period).
Following receipt of a Notice of Adverse Recommendation, Parent shall have the  
opportunity to present to the Board of Directors of the Company revised terms   
for the consummation of the Merger, including any proposed amendments or        
modifications to this Agreement in respect of such revised terms. The Board of  
Directors of the Company shall consider in good faith any such revised terms and
amendments or modifications submitted to it by Parent. In determining whether to
make a Company Adverse Recommendation Change in response to a Superior Proposal,
the Board of Directors of the Company shall take into account Parent's revised  
terms and any proposed changes to the terms of this Agreement proposed by Parent
in response to a Notice of Adverse Recommendation or otherwise. Before making   
any Company Adverse Recommendation Change, the Board of Directors of the Company
shall consider whether the revised terms offered by Parent are reasonably       
equivalent or superior (based upon the factors set forth in the definition of   
Superior Proposal below) from the financial point of view of the Company's      
stockholders to the terms of the Superior Proposal and, if such terms are       
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or superior from the financial point of view of the Company's stockholders to   
the terms of the Superior Proposal, the Board of Directors of the Company shall 
accept at a meeting duly called and held, duly adopted resolutions (x) approving
and declaring advisable the terms of any such revised proposal by Parent and any
definitive agreement proposed in connection therewith, (y) directing that the   
adoption of the terms of any such revised proposal by Parent and any definitive 
agreement proposed in connection therewith be submitted to a vote at a meeting  
of the stockholders of the Company and (z) recommending that the stockholders of
the Company approve and adopt the terms of any such revised proposal by Parent  
and any definitive agreement proposed in connection therewith. If the Company   
has elected to make a Company Adverse Recommendation Change following receipt of
a Superior Proposal and complying with the procedures set forth in this SECTION 
5.7(B) and after determining by a vote of the Board of Directors that any       
revised terms and proposed changes of Parent are not reasonably equivalent or   
superior from the financial point of view of the Company's stockholders to the  
terms of the Superior Proposal, the Company shall deliver to Parent (i) a       
written notice of termination of this Agreement pursuant to this SECTION 5.7(B),
(ii) a wire transfer of immediately available funds in the amount of the        
Termination Fee (as defined in SECTION 7.3(A)), (iii) the License Agreement (if 
required pursuant to SECTION 7.3(A)) and (iv) a written acknowledgment that the 
Company and the Board of Directors have complied with all of their covenants and
obligations pursuant to this SECTION 5.7(B) and that the Company is obligated to
pay the Termination Fee and effect the License Grant (if required).             

        (c)      In addition to the obligations of the Company set
forth in SECTION 5.7(A) and SECTION 5.7(B), the Company as promptly as          
practicable, and in any event within 24 hours, shall advise Parent in writing   
of: any request for information which the Company reasonably believes would lead
to a Takeover Proposal; any request for information with respect to any Takeover
Proposal; any inquiry with respect to or which the Company reasonably should    
believe would lead to any Takeover Proposal; the material terms and conditions  
of such request, Takeover Proposal or inquiry; and the identity of the person or
group making any such request, Takeover Proposal or inquiry. The Company will   
keep Parent informed in all material respects of the status and details         
(including material amendments or proposed amendments) of any such request,     
Takeover Proposal or inquiry.                                                   

           (d)      Nothing contained in this SECTION 5.7 shall prohibit
the Company from (i) taking and disclosing to its stockholders a position       
contemplated by Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated     
under the Exchange Act if, in the good faith judgment of the Board of Directors 
of the Company (after consultation with outside counsel) failure to so disclose 
would constitute a violation of applicable law or regulation; PROVIDED, HOWEVER,
that in no event as a result of this SECTION 5.7(D) shall the Company or its    
Board of Directors or any committee thereof take, or agree or resolve to take,  
any action prohibited by SECTION 5.7(B).                                        

     For purposes of this Agreement, "TAKEOVER PROPOSAL" shall mean any offer or
proposal (other than an offer or proposal by Parent) relating to any Acquisition
Transaction. For the purposes of this Agreement, "ACQUISITION TRANSACTION" shall
mean any transaction or series of related transactions other than the           
transactions contemplated by this Agreement involving: (A) any acquisition or   
purchase from the Company by any person or "group" (as defined under Section    
13(d) of the Exchange Act and the rules and regulations thereunder) of more than
a 15% interest in the total outstanding voting securities of the Company or any 
tender offer or exchange offer that if consummated would result in any person or
"group" (as defined under Section 13(d) of the Exchange Act and the rules and   
regulations thereunder) beneficially owning 15% or more of the total outstanding
voting securities of the Company or any merger, consolidation, business         
combination or similar transaction involving the Company pursuant to which the  
stockholders of the Company immediately preceding such transaction hold less    
than 85% of the equity interests in the surviving or resulting entity of such   
transaction; (B) any sale, lease (other than in the ordinary course of          
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business), acquisition or disposition of more than 15% of the assets of the     
Company; or (C) any liquidation, dissolution, recapitalization or other         
significant corporate reorganization of the Company.                            

    For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any bona fide,
written Takeover Proposal made by a third party if the proposal is on terms     
which the Board of Directors of the Company, determines in its good faith       
judgment to be (x) superior to the Company's stockholders from a financial point
of view to the Merger (taking into account all the terms and conditions of such 
proposal and this Agreement (including any changes to the financial terms of    
this Agreement proposed by Parent in response to such offer or otherwise)), (y) 
for which financing, to the extent required, is then committed or which, in the 
good faith judgment of the Board of Directors of the Company, is reasonably     
capable of being obtained by such third party and (z) reasonably capable of     
being completed, taking into account all financial, legal, regulatory and other 
aspects (other than the need to perform customary due diligence) of such        
proposal.                                                                       

    5.8        PARENT STANDSTILL. From the date of execution of this Agreement
until one year after the termination of this Agreement under SECTION 7.1,       
neither Parent nor any of its affiliates will directly or indirectly purchase,  
contract to purchase, purchase any option or contract to purchase, sell, offer  
to purchase, contract to sell, make any short sale, sell any contract to        
purchase, purchase any contract to sell, grant any option, right or warrant to  
purchase, hedge or otherwise transfer or dispose of any share or securities of  
the Company, other than on the terms set forth in and pursuant to the Agreement 
and the Related Agreements or with the prior consent of the Board of Directors  
of the Company; PROVIDED, HOWEVER, that Parent may exercise the Parent Warrant, 
the Common Stock Warrants and the ASC Warrant in accordance with their          
respective terms; and PROVIDED FURTHER, HOWEVER, that Parent may convert the    
10,400 shares of Series B Convertible Preferred Stock into Company Common Stock 
accordance with the terms of the Certificate of Designations. Notwithstanding   
the foregoing, the SECTION 5.8 shall not apply if the Merger is terminated      
pursuant to SECTION 7.1(E) or SECTION 7.1(G).                                   

     5.9        PUBLIC DISCLOSURE. Parent and the Company will consult with each
other and agree before issuing any press release or otherwise making any public 
statement with respect to the Merger, this Agreement or a Takeover Proposal and 
will not issue any such press release or make any such public statement prior to
such agreement, except as may be required by law or any listing agreement with a
national securities exchange or with Nasdaq, in which case reasonable efforts to
consult with the other party will be made prior to any such release or public   
statement. The parties have agreed to the text of the joint press release       
announcing the signing of this Agreement.                                       

5.10       REASONABLE EFFORTS; NOTIFICATION.                          

             (a)      Upon the terms and subject to the conditions set forth
in this Agreement, each of the parties agrees to use all commercially reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be   
done, and to assist and cooperate with the other parties in doing, all things   
necessary, proper or advisable to consummate and make effective, in the most    
expeditious manner practicable, the Merger and the other transactions           
contemplated by this Agreement, including using commercially reasonable efforts 
to accomplish the following: (i) the taking of all reasonable acts necessary to 
cause the conditions precedent set forth in ARTICLE VI to be satisfied, (ii) the
obtaining of all necessary actions or nonactions, waivers, consents, approvals, 
orders and authorizations from Governmental Entities and the making of all      
necessary registrations, declarations and filings (including registrations,     
declarations and filings with Governmental Entities, if any) and the taking of  
all commercially reasonable steps as may be necessary to avoid any suit, claim, 
action, investigation or proceeding by any Governmental Entity, (iii) the       
obtaining of all necessary consents, approvals or waivers from third parties,   
(iv) the defending, at Parent's expense, of any suits, claims, actions,         
investigations or proceedings, whether judicial or administrative, challenging  
this Agreement or the consummation of the transactions contemplated hereby,     

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including seeking to have any stay or temporary restraining order entered by any
court or other Governmental Entity vacated or reversed and (v) the execution or 
delivery of any additional instruments necessary to consummate the transactions 
contemplated by, and to fully carry out the purposes of, this Agreement. In     
connection with and without limiting the foregoing, the Company and its Board of
Directors shall, if any state takeover statute or similar statute or regulation 
is or becomes applicable to the Merger, this Agreement or any of the            
transactions contemplated by this Agreement, use all commercially reasonable    
efforts to ensure that the Merger and the other transactions contemplated by    
this Agreement may be consummated as promptly as practicable on the terms       
contemplated by this Agreement and otherwise to minimize the effect of such     
statute or regulation on the Merger, this Agreement and the transactions        
contemplated hereby. Notwithstanding anything to the contrary in this Agreement,
nothing in this Agreement shall be deemed to require Parent or the Company or   
any subsidiary or affiliate thereof to agree to any divestiture by itself or any
of its affiliates of shares of capital stock or of any business, assets or      
property, or the imposition of any material limitation on the ability of any of 
them to conduct their business or to own or exercise control of such assets,    
properties and stock.                                                           

             (b)      The Company shall give prompt written notice to Parent
of any representation or warranty made by it contained in this Agreement        
becoming untrue or inaccurate in any material respect, or any failure of the    
Company to comply with or satisfy in any respect any covenant, condition or     
agreement to be complied with or satisfied by it under this Agreement; PROVIDED,
HOWEVER, that no such notification shall affect the representations, warranties,
covenants or agreements of the parties or the conditions to the obligations of  
the parties under this Agreement.                                               

             (c)      Parent shall give prompt written notice to the Company
of any representation or warranty made by it or Merger Sub contained in this    
Agreement becoming untrue or inaccurate in any material respect, or any failure 
of Parent or Merger Sub to comply with or satisfy in any respect any covenant,  
condition or agreement to be complied with or satisfied by it under this        
Agreement; PROVIDED, HOWEVER, that no such notification shall affect the        
representations, warranties, covenants or agreements of the parties or the      
conditions to the obligations of the parties under this Agreement.              

    5.11       THIRD PARTY CONSENTS. As soon as practicable following the date
hereof, Parent and the Company will each use its commercially reasonable efforts
to obtain any consents, waivers and approvals under any of its or its           
subsidiaries' respective material agreements, contracts, licenses or leases     
required to be obtained in connection with the consummation of the transactions 
contemplated hereby.                                                            

 5.12       401(K) PLAN. The Company agrees to terminate its 401(k) plan
immediately prior to Closing, unless the Parent, in its sole and absolute       
discretion, agrees to sponsor and maintain such plan by providing the Company   
with written notice of such election at least three (3) business days before the
Effective Time. Unless the Parent provides such notice to the Company, the      
Parent shall receive from the Company evidence that the Company's 401(k) plan   
has been terminated pursuant to resolution of the Company's Board of Directors  
(the form and substance of which resolutions shall be subject to review and     
approval of the Parent), effective as of the day immediately preceding the      
Closing Date.                                                                   

    5.13       DISCLOSURE SUPPLEMENTS. From time to time prior to the Closing,
the Company may supplement or amend the Company Schedule with respect to any    
matter arising or discovered after the date of this Agreement which, if existing
or occurring or discovered at or prior to the date of this Agreement, would have
been required to be set forth or described in the Company Schedule or which is  
necessary to complete or correct any information in the Company Schedule or in  
any representation or warranty of the Company which has been rendered inaccurate
thereby. Any such supplements or amendments of which Parent receives written    
notice at or prior to the Closing shall not affect Parent's termination rights, 
but if the Closing shall occur notwithstanding any such supplement or amendment,

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each such supplement or amendment shall be deemed to modify the Company Schedule
for all purposes of this Agreement and the Merger.                              

5.14       INSURANCE; INDEMNIFICATION.                                

            (a)      Parent will pay to the Company approximately $244,800
in respect of premiums for a six-year run out of the Company's $5 million       
directors' and officers' liability insurance policy.                            

            (b)      After the Effective Time, Parent (i) will not take or
permit to be taken any action to alter or impair any exculpatory or             
indemnification provisions now existing in the certificate of incorporation,    
by-laws or indemnification and employment agreements of the Company or any of   
its subsidiaries for the benefit of any individual who served as a director or  
officer of the Company or any of its subsidiaries at any time prior to the      
Effective Time (except as may be required by applicable law), and (ii) shall    
cause the Surviving Corporation to honor and fulfill such provisions until the  
date which is six years from the Effective Time (except as may be required by   
applicable law); PROVIDED, HOWEVER, in the event any claim or claims are        
asserted within such period, all rights to indemnification in respect of such   
claim or claims shall continue until the final disposition thereof.             

ARTICLE VI
CONDITIONS TO THE MERGER

  6.1        CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER.
The respective obligations of each party to this Agreement to effect the Merger 
shall be subject to the satisfaction (or waiver) at or prior to the Closing Date
of the following conditions:                                                    

           (a)      NO ORDER. No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,         
executive order, decree, injunction or other order (whether temporary,          
preliminary or permanent) which is in effect and which has the effect of making 
the Merger illegal or otherwise prohibiting consummation of the Merger.         

           (b)      STOCKHOLDER APPROVAL. This Agreement shall have been
approved and adopted, and the Merger shall have been duly approved, by the      
requisite vote under applicable law and the Company Charter Documents, by the   
stockholders of the Company.                                                    

6.2        ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY. The   
obligation of the Company to consummate and effect the Merger shall be subject  
to the satisfaction at or prior to the Closing Date of each of the following    
conditions, any of which may be waived, in writing, exclusively by the Company: 

          (a)      REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Parent and Merger Sub contained in this Agreement (i) shall   
have been true and correct as of the date of this Agreement and (ii) shall be   
true and correct on and as of the Closing Date with the same force and effect as
if made on the Closing Date, except for those representations and warranties    
which address matters only as of a particular date (which representations shall 
have been true and correct as of such particular date) and except, in all such  
cases, where the failure to be so true and correct (without regard to any       
materiality standards contained therein), individually or in the aggregate, have
not had, and are not reasonably likely to have, a Material Adverse Effect on    
Parent (it being understood that for purposes of determining the accuracy of    
such representations and warranties, any update of or modification to the Parent
Schedule made or purported to have been made after the date of this Agreement   
shall be disregarded). The Company shall have received a certificate with       
respect to the foregoing signed on behalf of Parent by a duly authorized officer
of Parent.                                                                      

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            (b)      AGREEMENTS AND COVENANTS. Parent and Merger Sub shall
have performed or complied in all material respects with all agreements and     
covenants required by this Agreement to be performed or complied with by them on
or prior to the Closing Date, and the Company shall have received a certificate 
to such effect signed on behalf of Parent by a duly authorized officer of       
Parent.                                                                         

             (c)      CERTIFICATE OF SECRETARY OF PARENT AND MERGER SUB. The
Company shall have received certificates, validly executed by the Secretary of  
Parent and Merger Sub, certifying as to the valid adoption of resolutions of the
Board of Directors of Parent and Merger Sub approving this Agreement and the    
applicable Related Agreements and the consummation of the transactions          
contemplated hereby.                                                            

           (d)      CERTIFICATE OF GOOD STANDING. The Company shall have
received certificates of good standing of Parent and Merger Sub from the        
Secretary of State of the State of Delaware, dated within a reasonable period   
prior to the Closing.                                                           

           (e)      OMNIBUS WAIVER AND AMENDMENT AGREEMENT. Parent shall
have executed and delivered to the Company the Omnibus Waiver and Amendment     
Agreement, in substantially the form attached as EXHIBIT D. The Omnibus Waiver  
and Amendment Agreement shall be in full force and effect.                      

  6.3        ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PARENT AND MERGER
SUB. The obligations of Parent and Merger Sub to consummate and effect the      
Merger shall be subject to the satisfaction at or prior to the Closing Date of  
each of the following conditions, any of which may be waived, in writing,       
exclusively by Parent:                                                          

             (a)   REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Company contained in this Agreement (i) shall have been   
true and correct as of the date of this Agreement and (ii) shall, as updated    
pursuant to SECTION 5.13, be true and correct on and as of the Closing Date with
the same force and effect as if made on and as of the Closing Date, except for  
those representations and warranties which address matters only as of a         
particular date (which representations shall have been true and correct as of   
such particular date) and except, in all such cases, where the failure to be so 
true and correct (without regard to any materiality standards contained         
therein), individually or in the aggregate, have not had, and are not reasonably
likely to have, a Material Adverse Effect on the Company. Parent shall have     
received a certificate with respect to the foregoing signed on behalf of the    
Company by the Chief Executive Officer of the Company.                          

          (b)   AGREEMENTS AND COVENANTS. The Company shall have
performed or complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by it at or prior to
the Closing Date, and Parent shall have received a certificate to such effect   
signed on behalf of the Company by the Chief Executive Officer of the Company.  

             (c)   CONTINUATION OF AGREEMENTS. Those agreements listed
on SCHEDULE 6.3(C) to this Agreement shall be unmodified in any manner from the 
date of this Agreement and be in full force and effect.                         

       (d)   CONSENTS. The Company shall have obtained all
consents, waivers and approvals required in connection with the consummation of 
the transactions contemplated hereby in connection with the agreements,         
contracts, licenses or leases set forth on SCHEDULE 6.3(D).                     

             (e)      RESIGNATION OF DIRECTORS. Parent shall have received a
written resignation from each of the directors of the Company effective as of   
the Effective Time.                                                             

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       (f)      NO MATERIAL ADVERSE CHANGE. There shall not have
occurred any event or condition of any character that has had or is reasonably  
likely to have a Material Adverse Effect on the Company since the date of this  
Agreement.                                                                      

          (g)      RELATED AGREEMENTS. The Principal Shareholder shall
have executed and delivered to Parent the Voting Agreement, in substantially the
form attached as EXHIBIT A, and the Non-Competition Agreement, in substantially 
the form attached as EXHIBIT B. The Voting Agreement and the Non-Competition    
Agreement shall be in full force and effect.                                    

            (h)      TERMINATION OF 401(K) PLAN. To the extent required by
SECTION 5.12, Parent shall have received from the Company evidence that the     
Company's 401(k) plan has been terminated pursuant to resolution of the         
Company's Board of Directors (the form and substance of which shall have been   
subject to review and approval of Parent), effective as of the day immediately  
preceding the Closing Date.                                                     

       (i)      TERMINATION OF COMPANY STOCK OPTIONS AND COMPANY
WARRANTS. Parent shall have received from the Company evidence that the Company 
canceled all outstanding Company Stock Options and Company Warrants in          
accordance with the terms of SECTION 1.6(C).                                    

            (j)      CERTIFICATE OF SECRETARY OF THE COMPANY. Parent shall
have received a certificate, validly executed by the Secretary of the Company,  
certifying as to (i) the terms and effectiveness the articles of incorporation  
and the bylaws of the Company, and (ii) the valid adoption of resolutions of the
Board of Directors of the Company and the holders of the Company's stockholders 
approving this Agreement and the License Agreement and the consummation of the  
transactions contemplated hereby.                                               

      (k)      CERTIFICATE OF GOOD STANDING. Parent shall have
received certificates of good standing of the Company from (i) the Secretary of 
State of the State of Delaware; (ii) the Secretary of State of the State of New 
Jersey; and (iii) the Franchise Tax Board of the State of New Jersey, each dated
within a reasonable period prior to the Closing.                                

               (l) REMOVAL OF LIENS. The Company shall have removed all material
Liens pursuant to the Uniform Commercial Code on the property of the Company.   

         (m)      SOLE DISCRETION. Parent shall have elected, in its
sole discretion, to consummate the Merger and shall have delivered a certificate
signed by a duly authorized officer of the Parent that Parent elects to proceed 
with the Merger. Notwithstanding the foregoing SECTION 6.3(A) through SECTION   
6.3(L), Parent need not consummate and effect this Agreement and the            
transactions contemplated hereby even if the conditions set forth in the        
foregoing SECTION 6.3(A) through SECTION 6.3(L) are satisfied by the Company.   

 ARTICLE VII
 TERMINATION, AMENDMENT AND WAIVER

     7.1        TERMINATION. This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time, whether before or after   
the requisite approval of the stockholders of the Company:                      

(a)      by Parent, for any reason or no reason;  

             (b)      by mutual written agreement of Parent and the Company;

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             (c)      by Parent or the Company, if the Merger shall not have
been consummated by August 17, 2002 (the "OUTSIDE DATE") for any reason, unless 
the parties agree to extend such date; PROVIDED, HOWEVER, that the right to     
terminate this Agreement under this SECTION 7.1(C) shall not be available to any
party if any action or failure to act by that party has been a principal cause  
of or resulted in the failure of the Merger to occur on or before such date and 
such action or failure to act constitutes a material breach of any agreement or 
covenant of such party pursuant to this Agreement (a "PREVENTING ACT"); and     
PROVIDED FURTHER, HOWEVER, Parent will not be able to prevent the Company from  
terminating this Agreement pursuant to this SECTION 7.1(C) based on a Preventing
Act by the Company without waiving the condition to closing set forth in SECTION
6.3(M) and waiving its right to terminate this Agreement based upon SECTION     
7.1(A);                                                                         

         (d)      by Parent or the Company, if a Governmental Entity
shall have issued an order, decree or ruling or taken any other action, in any  
case having the effect of permanently restraining, enjoining or otherwise       
prohibiting the Merger, which order, decree, ruling or other action is final and
nonappealable;                                                                  

           (e)      by Parent, if (i) the Board of Directors of Company,
whether or not permitted pursuant to the terms hereof, withdraws, modifies or   
changes its recommendation of this Agreement or the Merger in a manner adverse  
to Parent, (ii) the Board of Directors of Company, whether or not permitted     
pursuant to the terms hereof, shall have made a Company Adverse Recommendation  
Change, (iii) the Company fails to comply with SECTION 5.7 in all material      
respects, (iv) a Takeover Proposal shall have been announced or otherwise become
publicly known and the Board of Directors of Company shall have, within ten     
business days thereafter (A) failed to recommend against acceptance of such by  
its stockholders (including by taking no position, or indicating its inability  
to take a position, with respect to the acceptance by its stockholders of a     
Takeover Proposal involving a tender offer or exchange offer) or (B) failed to  
reconfirm its approval and recommendation of this Agreement and the transactions
contemplated hereby, or (v) the Board of Directors of Company resolves to take  
any of the actions described above;                                             

             (f)      by Parent or the Company at any time after the Company
Stockholders' Meeting in the event that the Company's stockholders do not       
approve this Agreement and the Merger contemplated herein by the requisite vote 
under applicable law and the Company Charter Documents; PROVIDED, HOWEVER, that 
the right to terminate this Agreement pursuant to this SECTION 7.1(F) shall not 
be available to the Company if Parent submits a notice in writing to the        
Company, within ten (10) days after the Company Stockholders' Meeting (or within
ten (10) days of any other meeting of the Company's stockholders thereafter     
convened to vote on this Agreement and the Merger), stating that it intends to  
re-solicit a stockholder vote on this Agreement and the Merger; and PROVIDED    
FURTHER, HOWEVER, that Parent's right to re-solicit such a stockholder vote     
shall not be available to Parent after the Company's stockholders twice vote not
to approve this Agreement and the Merger;                                       

         (g)      by the Company, in accordance with SECTION 5.7(B);
PROVIDED, HOWEVER, in order for the termination of this Agreement pursuant to   
this SECTION 7.1(G) to be deemed effective, the Company shall have complied in  
all material respects with all provisions contained in SECTION 5.7, including   
the notice provisions therein, and with applicable requirements of SECTION 7.3, 
including the payment of the Termination Fee and the effectiveness of the       
License Grant (if applicable);                                                  

           (h)      by the Company, upon a breach of any representation,
warranty, covenant or agreement on the part of Parent or Merger Sub set forth in
this Agreement, or if any representation or warranty of Parent or Merger Sub    
shall have become untrue, in either case such that the conditions set forth in  
SECTION 6.2(A) or SECTION 6.2(B) would not be satisfied as of the time of such  
breach or as of the time such representation or warranty shall have become      
untrue, PROVIDED, HOWEVER, that if such                                         

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inaccuracy in Parent's representations and warranties or breach by Parent is    
curable by Parent, then the Company may not terminate this Agreement under this 
SECTION 7.1(H) for thirty (30) days after delivery of written notice from the   
Company to Parent of such breach, provided Parent continues to exercise best    
efforts to cure such breach (it being understood that the Company may not       
terminate this Agreement pursuant to this SECTION 7.1(H) if such breach by      
Parent is cured during such thirty (30)-day period); or                         

      (i)      by Parent, upon a breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in this    
Agreement, or if any representation or warranty of the Company shall have become
untrue, in either case such that the conditions set forth in SECTION 6.3(A) or  
SECTION 6.3(B) would not be satisfied as of the time of such breach or as of the
time such representation or warranty shall have become untrue, PROVIDED,        
HOWEVER, that if such inaccuracy in the Company's representations and warranties
or breach by the Company is curable by the Company, then Parent may not         
terminate this Agreement under this SECTION 7.1(I) for thirty (30) days after   
delivery of written notice from Parent to the Company of such breach, provided  
the Company continues to exercise best efforts to cure such breach (it being    
understood that Parent may not terminate this Agreement pursuant to this SECTION
7.1(I) if such breach by the Company is cured during such thirty (30)-day       
period).                                                                        

   7.2        NOTICE OF TERMINATION. Any termination of this Agreement under
SECTION 7.1 above will be effective immediately upon the delivery of written    
notice of the terminating party to the other parties (or such later time as may 
be required by SECTION 7.1).                                                    

7.3        EFFECT OF TERMINATION.                                     

         (a)      The Company shall (x) pay Parent a fee of $500,000
(the "TERMINATION FEE"), which amount shall be payable by wire transfer of same 
day funds to a bank account designated by Parent, and (y) subject to the proviso
set forth below, grant to Parent a non-exclusive license pursuant to the License
Agreement, in substantially the form attached hereto as EXHIBIT C (the "LICENSE 
GRANT") (PROVIDED, HOWEVER, that the License Grant shall not come into force and
effect if, prior to the termination of the Merger Agreement, the restrictions on
transferability of, or the restrictive legends on, the shares of Company Common 
Stock owned by the Principal Shareholder (the "SHARES"), are lifted or removed, 
as the case may be, by the California Department of Corporations sufficient to  
allow the transfer of interests in the Shares to Parent pursuant to the         
transactions contemplated by this Agreement and pursuant to the Voting          
Agreement), in the event that:                                                  

                 (i)     (A) any Person shall have made a Takeover
Proposal to the Company or to its stockholders or publicly announces any        
Takeover Proposal relating to the Company after the date hereof and such        
Takeover Proposal shall not have been withdrawn and thereafter this Agreement is
terminated by either party pursuant to SECTION 7.1(F), and (B) within one year  
after the termination of this Agreement any Acquisition Transaction involving   
the Company shall have been consummated or any Acquisition Agreement with       
respect to an Acquisition Transaction involving the Company shall have been     
entered into,                                                                   

                       (ii)    this Agreement is terminated by Parent pursuant
to SECTION 7.1(E) or                                                            

                   (iii)   this Agreement is terminated by the Company
pursuant to SECTION 7.1(G).                                                     

        (b)      The Termination Fee shall be paid and the License
Grant (if applicable) shall be effected no later than (A) the date an           
Acquisition Agreement is entered into with respect to an Acquisition Transaction
involving the Company, or if no such agreement is entered into, upon the date of
consummation of an Acquisition Transaction involving the Company, in the case of
a termination described in SECTION 7.3(A)(I), or (B) two days after such        
termination, in the case of a termination                                       

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described in SECTION 7.3(A)(II) or (C) concurrently with such termination, in   
the case of a termination described in SECTION 7.3(A)(III).                     

             (c)      Parent shall pay to Company a fee of: (A) $200,000, if
such termination occurs within nine months after the date of this Agreement; (B)
$300,000, if such termination occurs between nine and ten months after the date 
of this Agreement; (C) $400,000, if such termination occurs between ten and     
eleven months after the date of this Agreement; and (D) $500,000, if such       
termination occurs after the end of the eleventh month after the date of this   
Agreement (which fee shall be payable immediately by wire transfer of same day  
funds to a bank account designated by the Company), in the event that:          

                    (i)     Parent terminates this Agreement pursuant to
SECTION 7.1(A);                                                                 

                    (ii)    Parent terminates this Agreement pursuant to
SECTION 7.1(C); or                                                              

                      (iii)   the Company terminates this Agreement pursuant
to SECTION 7.1(C); PROVIDED, HOWEVER, that Parent shall not be obligated to make
payment of such fee pursuant to this clause (iii) if Parent shall have given    
notice of termination pursuant to SECTION 7.1(I) prior to the Company's         
termination pursuant to SECTION 7.1(C) and the cure period in SECTION 7.1(I), if
a cure period is applicable, shall not have expired, unless the breach or       
inaccuracy in respect of which such notice was given has been cured.            

           (d)      Each of the parties acknowledges that the agreements
contained in this SECTION 7.3 are an integral part of the transactions          
contemplated in this Agreement and that, without these agreements, the parties  
would not enter into this Agreement; accordingly, if (i) the Company fails to   
promptly pay the Termination Fee or effect the License Grant (if applicable),   
and in order to obtain such Termination Fee or License Grant, the Parent        
commences a suit which results in a judgment for the Termination Fee and/or the 
License Grant set forth in this SECTION 7.3, the Company shall pay to Parent its
costs and expenses (including reasonable attorneys' fees) in connection with    
such suit or (ii) Parent fails to promptly pay the amount provided for in       
SECTION 7.3(C), and in order to obtain such amount, the Company commences a suit
which results in a judgment for such amount, Parent shall pay to the Company its
costs and expenses (including reasonable attorneys' fees) in connection with    
such suit.                                                                      

           (e)      In the event of the termination of this Agreement as
provided in SECTION 7.1, this Agreement shall be of no further force or effect, 
and the parties shall have no further liability or obligation hereunder, except 
(i) as set forth in this SECTION 7.3, SECTION 5.1, SECTION 5.3, SECTION 5.6(A), 
SECTION 7.4 and ARTICLE VIII, each of which shall survive the termination of    
this Agreement, and (ii) nothing in this Agreement shall relieve any party from 
liability for fraud in connection with, or any willful breach of, this          
Agreement.                                                                      

          (f)      Effective upon the termination of this Agreement as
provided in any subsection of SECTION 7.1 except SECTION 7.1(E) and SECTION     
7.1(G), Parent hereby:                                                          

                    (i)     waives Section 3.B(iv) of the Certificate of
Designations to the extent that such provision would hinder the Company from    
raising equity financing;                                                       

                      (ii)    waives any "demand" registration rights as set
forth in Section 2.1 of the Registration Rights Agreement, dated as of December 
3, 1999, by and among the Company, ASC and the Stockholders listed therein, as  
amended by the First Amendment to the Registration Rights Agreement, dated as of
August 17, 2001, by and among the Company, ASC, the Stockholders and Parent and 
the Second Amendment to the Registration Rights Agreement, dated as of August   
17, 2001, by and between                                                        

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the Company and Parent (collectively, the "RIGHTS AGREEMENT"), for a period of  
one year after such termination; and                                            

                        (iii)   amends Section 7 of the Common Stock Warrant and
Section 7 of the ASC Warrant to provide that upon an equity financing in which  
the price per share (as determined in accordance with the applicable provisions 
of the Common Stock Warrants and the ASC Warrant) is less than the "Purchase    
Price per share" (as defined in the Common Stock Warrants and the ASC Warrant), 
the "anti-dilution" rights contained in the Common Stock Warrants and the ASC   
Warrant will be limited to decreasing the "Purchase Price per share" of the     
Common Stock Warrants and the ASC Warrant to equal the lowest price per share at
which the additional equity financing is raised, but will not result in an      
increase in the number of shares of Company Common Stock that can be purchased  
pursuant to the Common Stock Warrants and the ASC Warrant;                      

     such waiver and amendment to be effected pursuant to the Omnibus Waiver and
Amendment Agreement, in substantially the form attached as EXHIBIT D.           

    7.4        FEES AND EXPENSES. Except as set forth in this SECTION 7.4, all
fees and expenses incurred in connection with this Agreement and the            
transactions contemplated hereby shall be paid by the party incurring such      
expenses whether or not the Merger is consummated; PROVIDED, HOWEVER, that      
Parent shall bear all fees and expenses (including without limitation the       
Company's reasonable attorneys' and accountants' fees and expenses) incurred in 
relation to the printing and filing of the Proxy Statement (including any       
preliminary materials related thereto) and any amendments or supplements        
thereto.                                                                        

7.5        AMENDMENT. Subject to applicable law, this Agreement may be
amended by the parties at any time by execution of an instrument in writing     
signed on behalf of each of Parent, Merger Sub and the Company.                 

    7.6        EXTENSION; WAIVER. At any time prior to the Effective Time, any
party may, to the extent legally allowed, (i) extend the time for the           
performance of any of the obligations or other acts of the other parties, (ii)  
waive any inaccuracies in the representations and warranties made to such party 
contained in this Agreement or in any document delivered pursuant hereto and    
(iii) waive compliance with any of the agreements or conditions for the benefit 
of such party contained herein. Any agreement on the part of a party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. Delay in exercising any right under this        
Agreement shall not constitute a waiver of such right.                          

ARTICLE VIII
GENERAL PROVISIONS

    8.1        SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Company, Parent and Merger Sub contained in this Agreement
shall terminate at the earlier of (a) the date of termination pursuant to       
SECTION 7.1 or (b) the Effective Time, and only the covenants that by their     
terms survive such date shall survive.                                          

     8.2        NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial   
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following addresses or telecopy numbers (or at such other address or telecopy   
numbers for a party as shall be specified by like notice):                      

(a)      if to Parent or Merger Sub, to:        
  VISX, Incorporated

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       3400 Central Expressway
                  Santa Clara, California 95051-0703
                  Attention: Chief Financial Officer
              Telephone No.:  (408) 773-7003
              Facsimile No.:  (408) 773-7201

with a copy to: 

                Wilson Sonsini Goodrich & Rosati
        Professional Corporation
  650 Page Mill Road
           Palo Alto, California 94304
              Attention:  John V. Roos, Esq.
             Telephone No.: (650) 493-9300
             Facsimile No.: (650) 493-6811

(b)    if to the Company, to:               

Medjet Inc.     
                     1090 King George Post Road, Suite 301
Edison, NJ 08837
            Attention:  Eugene I. Gordon
             Telephone No.: (732) 738-3990
              Facsimile No.:  (732) 738-3984

with a copy to: 

        Kelley Drye & Warren LLP
101 Park Avenue 
       New York, NY 10178-0002
                 Attention:  Jane E. Jablons, Esq.
              Telephone No.:  (212) 808-7800
              Facsimile No.:  (212) 808-7897

8.3        INTERPRETATION; DEFINITIONS.                               

    (a)      When a reference is made in this Agreement to
Exhibits, such reference shall be to an Exhibit to this Agreement unless        
otherwise indicated. When a reference is made in this Agreement to Sections,    
such reference shall be to a Section of this Agreement. Unless otherwise        
indicated the words "include," "includes" and "including" when used in this     
Agreement shall be deemed in each case to be followed by the words "without     
limitation." The table of contents and headings contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or      
interpretation of this Agreement. When reference is made in this Agreement to   
"the business of" an entity, such reference shall be deemed to include the      
business of all direct and indirect subsidiaries of such entity. Reference to   
the subsidiaries of an entity shall be deemed to include all direct and indirect
subsidiaries of such entity.                                                    

(b)      For purposes of this Agreement:          

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                    (i)     the term "KNOWLEDGE" means with respect to a
party hereto, with respect to any matter in question, the actual knowledge of   
the executive officers of such party after reasonable inquiry;                  

                       (ii)    the term "MATERIAL ADVERSE EFFECT" when used in
connection with an entity means any change, event, violation, inaccuracy,       
circumstance or effect that is, or could reasonably be expected to be,          
materially adverse to the business, assets, liabilities, financial or other     
condition, or results of operations of such entity and its subsidiaries taken as
a whole;                                                                        

                    (iii)   the term "PERSON" shall mean any individual,
corporation (including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,       
company (including any limited liability company or joint stock company), firm  
or other enterprise, association, organization, entity or Governmental Entity.  

8.4        COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and   
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all      
parties need not sign the same counterpart.                                     

    8.5        ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement and
the documents and instruments and other agreements among the parties as         
contemplated by or referred to in this Agreement, including the Related         
Agreements, the Parent Warrant, the Company Schedule and the Parent Schedule:   
(a) constitute the entire agreement among the parties with respect to the       
subject matter hereof and supersede all prior agreements and understandings,    
both written and oral, among the parties with respect to the subject matter     
hereof, it being understood that the Nondisclosure Agreement shall continue in  
full force and effect until the Closing and shall survive any termination of    
this Agreement; and (b) are not intended to confer upon any other person any    
rights or remedies hereunder (except as provided in SECTION 5.14 with respect to
the directors and officers of the Company).                                     

     8.6        SEVERABILITY. In the event that any provision of this Agreement,
or the application thereof, becomes or is declared by a court of competent      
jurisdiction to be illegal, void or unenforceable, the remainder of this        
Agreement will continue in full force and effect and the application of such    
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties. The parties further agree to replace such  
void or unenforceable provision of this Agreement with a valid and enforceable  
provision that will achieve, to the extent possible, the economic, business and 
other purposes of such void or unenforceable provision.                         

8.7        OTHER REMEDIES; SPECIFIC PERFORMANCE. Except as otherwise  
provided in this Agreement, any and all remedies expressly conferred upon a     
party will be deemed cumulative with and not exclusive of any other remedy      
conferred hereby, or by law or equity upon such party, and the exercise by a    
party of any one remedy will not preclude the exercise of any other remedy. The 
parties agree that irreparable damage would occur in the event that any of the  
provisions of this Agreement were not performed in accordance with their        
specific terms or were otherwise breached. It is accordingly agreed that the    
parties shall be entitled to seek an injunction or injunctions to prevent       
breaches of this Agreement and to enforce specifically the terms and provisions 
hereof in any court of the United States or any state having jurisdiction, this 
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

     8.8        GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, regardless of the laws    
that might otherwise govern under applicable principles of conflicts of law     
thereof.                                                                        

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 8.9        RULES OF CONSTRUCTION. The parties agree that they have been
represented by counsel during the negotiation and execution of this Agreement   
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will  
be construed against the party drafting such agreement or document.             

    8.10       ASSIGNMENT. No party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written       
approval of the other parties. Any purported assignment without the consent     
required pursuant to the preceding sentence shall be null and void. Subject to  
the second preceding sentence, this Agreement shall be binding upon and shall   
inure to the benefit of the parties and their respective successors and         
permitted assigns.                                                              

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 IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this
Agreement to be signed, all as of the date first written above.                 

VISX, INCORPORATED  

        By:    /s/ Derek A. Bertocci
                                ----------------------------------------------
          Name:  Derek A. Bertocci
                   Title: Vice President, Controller

         ORION ACQUISITION CORPORATION

         By:   /s/ Derek A. Bertocci
                                 ---------------------------------------------
           Name: Derek A. Bertocci
                                 Title:Vice President, Chief Financial Officer

MEDJET INC.       

       By:  /s/ Eugene I. Gordon
                                 ---------------------------------------------
           Name:  Eugene I. Gordon
                  Title: Chief Executive Officer

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                                                                       Exhibit A

 VOTING AND STOCK OPTION AGREEMENT

This VOTING AND STOCK OPTION AGREEMENT (the "AGREEMENT") is made and entered    
into as of August 17, 2001 by and between VISX, Incorporated, a Delaware        
corporation ("PARENT"), and Eugene I. Gordon, the undersigned stockholder       
("STOCKHOLDER") of Medjet Inc., a Delaware corporation (the "COMPANY").         

BACKGROUND

   A.     Concurrently with the execution of this Agreement, Parent,
Orion Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("MERGER SUB") and the Company have entered into an Agreement and Plan of
Merger and Reorganization, dated as of August 17, 2001 (as the same may be      
amended from time to time, the "MERGER AGREEMENT"), which provides, subject to  
the satisfaction or waiver of the conditions set forth in the Merger Agreement, 
for the merger (the "MERGER") of Merger Sub with and into the Company.          
Capitalized terms not otherwise defined herein have the meanings given to such  
terms in the Merger Agreement.                                                  

  B.     Pursuant to the Merger, all of the issued and outstanding
shares of capital stock of the Company, except those shares owned by Parent,    
will be converted into the right to receive the consideration set forth therein,
all upon the terms and subject to the conditions set forth in the Merger        
Agreement.                                                                      

C.     Stockholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE      
ACT")) of the number of shares of outstanding common stock of the Company       
("COMPANY COMMON STOCK") and the number of vested options and/or warrants to    
purchase Company Common Stock (the "STOCK OPTIONS"), as set forth on the        
SCHEDULE A. The Company Common Stock owned by the Stockholder as of the date    
hereof, together with any common or preferred stock of the Company acquired by  
the Stockholder after the date of this Agreement whether upon the exercise of   
Stock Options or otherwise, are referred to herein as the Stockholder's         
"SHARES." The Stock Options owned by the Stockholder as of the date hereof,     
together with any Stock Options acquired by the Stockholder after the date of   
this Agreement (including the vesting of Stock Options unvested as of the date  
of this Agreement), are referred to herein as the Stockholder's "TOTAL OPTIONS."
The Shares and the Total Options are referred to herein as the Stockholder's    
"SECURITIES."                                                                   

      D.     As an inducement and a condition to Parent's execution of the
Merger Agreement, the Company and the Stockholder are entering into this        
Agreement.                                                                      

   NOW, THEREFORE, in consideration of the execution and delivery by
Parent of the Merger Agreement and the mutual covenants, conditions and         
agreements herein contained, the parties hereto hereby agree as follows:        

        1.     VOTING AGREEMENT.  The Stockholder agrees that, during the time
this Agreement is in effect, at any meeting of the stockholders of the Company  
(a "COMPANY STOCKHOLDERS' MEETING"), however called, and at every adjournment or
postponement thereof, he, she or it shall:                                      

            (a)     appear at the meeting or otherwise cause his, her or
its Shares to be counted as present thereat for purposes of establishing a      
quorum;                                                                         

         (b)     vote, or execute consents in respect of, his, her
or its Shares, or cause his, her or its Shares to be voted, or consents to be   
executed in respect thereof, in favor of the approval and adoption              

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of the Merger Agreement (including any revised or amended Merger Agreement), and
any action required in furtherance thereof;                                     

         (c)     vote, or execute consents in respect of, his, her
or its Shares, or cause his, her or its Shares to be voted, or consents to be   
executed in respect thereof, against (i) any agreement or transaction relating  
to any Takeover Proposal or transaction or occurrence that if proposed and      
offered to the Company or its stockholders (or any of them) would constitute a  
Takeover Proposal (collectively, "ALTERNATIVE TRANSACTIONS") or (ii) any        
amendment of the Company's Certificate of Incorporation or By-laws or other     
proposal, action or transaction involving the Company or any of its Subsidiaries
or any of its stockholders, which amendment or other proposal, action or        
transaction could reasonably be expected to prevent or materially impede or     
delay the consummation of the Merger or the other transactions contemplated by  
the Merger Agreement or the consummation of the transactions contemplated by    
this Agreement, or change in any manner the voting rights of the Company Common 
Stock (collectively, "FRUSTRATING TRANSACTIONS") presented to the Stockholders  
of the Company (regardless of any recommendation of the Board of Directors of   
the Company) or in respect of which vote or consent of the Stockholder is       
requested or sought.                                                            

2.     IRREVOCABLE PROXY. As security for the Stockholder's   
obligations under SECTION 1, effective immediately upon the removal of legends  
from, or the lifting of transfer restrictions on, the Stockholder's Shares by   
the California Department of Corporations, sufficient to allow the transfer of  
interests in the Shares to Parent pursuant to the Merger and this Agreement (the
"PROXY EFFECTIVE TIME"), the Stockholder hereby irrevocably constitutes and     
appoints Parent as his, her or its attorney and proxy in accordance with        
Delaware General Corporation Law, with full power of substitution and           
resubstitution, to cause the Stockholder's Shares to be counted as present at   
any Company Stockholders Meetings to vote his, her or its Shares at any Company 
Stockholders' Meeting, however called, and execute consents in respect of his,  
her or its shares as and to the extent provided in SECTION 1. THIS PROXY AND    
POWER OF ATTORNEY UPON ITS EFFECTIVENESS WILL BE IRREVOCABLE AND COUPLED WITH AN
INTEREST. The Stockholder hereby revokes all other proxies and powers of        
attorney with respect to his, her or its Shares that he, she or it may have     
heretofore appointed or granted, and no subsequent proxy or power of attorney   
shall be granted, in each case to the extent such prior or subsequent proxies or
powers of attorney would prevent the Stockholder from complying with such       
Stockholder's obligations under this Agreement.                                 

3.     Option.                                                

        (a)     Subject to the terms and conditions set forth in
this Agreement, effective immediately upon the Proxy Effective Time, the        
Stockholder hereby grants to Parent an irrevocable option (the "OPTION") to     
purchase (i) the number of shares of Company Common Stock set forth next to the 
Stockholder's name on SCHEDULE A hereto (as adjusted as set forth herein) and   
any other shares of Company Common Stock or Company Preferred Stock owned by the
Stockholder beneficially or acquired after the date of this Agreement, at a per 
share purchase price equal to $2.00 (as adjusted as set forth herein), and (ii) 
the number of Stock Options set forth next to the Stockholder's name on SCHEDULE
A hereto (as adjusted as set forth herein) and any other Stock Options owned by 
the Stockholder beneficially or acquired after the date of this Agreement, at a 
per share purchase price equal to the difference between $2.00 and the exercise 
price per share (if less than $2.00) of each Stock Option (as adjusted as set   
forth herein), provided that such Stock Options can be transferred to Parent    
pursuant to the terms of the governing agreements or instruments thereof. The   
total price to be paid by Parent to the Stockholder for all such Shares and     
Total Options is herein referred to as the "PURCHASE PRICE."                    

                (b)     The Option may be exercised by Parent, in whole (but not
in part):                                                                       

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                     (i)     if after the date hereof the Merger Agreement
shall be terminated pursuant to Section 7.1(e) or Section 7.1(g) of the Merger  
Agreement; or                                                                   

                  (ii)    if after the date hereof, and prior to the
termination of the Merger Agreement, Parent (A) makes, or indicates in writing  
its willingness to make, sufficient funds available to effect the Merger, and   
(B) attempts to effect the Merger pursuant to the Merger Agreement and the      
Delaware General Corporation Law, but is unable to do so for any reason         
(including but not limited to the failure of the Company to call or hold a      
Company Stockholders' Meeting).                                                 

       (c)     In the event that Parent wishes to exercise the
Option, it shall send to the Stockholder a written notice (the date of each such
notice being herein referred to as a "NOTICE DATE") setting forth its           
irrevocable election to that effect, which notice also specifies a date not     
earlier than three business days nor later than 30 business days from the Notice
Date for the closing of such purchase (an "OPTION CLOSING DATE"); PROVIDED,     
HOWEVER, that (i) if the closing of a purchase and sale pursuant to the Option  
(an "OPTION CLOSING") cannot be consummated by reason of any applicable         
judgment, decree, order, law or regulation, the period of time that otherwise   
would run pursuant to this sentence shall run instead from the date on which the
restriction on consummation has expired or been terminated and (ii) without     
limiting the foregoing, if prior notification to or approval of any regulatory  
authority is required in connection with the purchase, Parent and the           
Stockholder shall promptly file the required notice or application for approval 
and shall cooperate in the expeditious filing of such notice or application, and
the period of time that otherwise would run pursuant to this sentence shall run 
instead from the date on which, as the case may be, (A) any required            
notification period has expired or been terminated or (B) any required approval 
has been obtained, and in either event, any requisite waiting period has expired
or been terminated. Each of Parent and the Stockholder agrees to use            
commercially reasonable efforts to cooperate with and provide information to the
other, for the purpose of any required notice or application for approval. Any  
exercise of the Option shall be deemed to occur on the Notice Date relating     
thereto. The place of any Option Closing shall be at the offices of Parent,     
which address is set forth in the Merger Agreement, and the time of the Option  
Closing shall be 10:00 a.m. (Pacific Time) on the Option Closing Date.          

      (d)     At the Option Closing, Parent shall pay to the
Stockholder in immediately available funds by wire transfer to a bank account   
designated in writing by the Stockholder an amount equal to the Purchase Price; 
provided, that failure or refusal of the Stockholder to designate a bank account
shall not preclude Parent from exercising the Option.                           

      (e)     At the Option Closing, simultaneously with the
delivery of immediately available funds as provided above, the Stockholder shall
deliver to Parent a certificate or certificates representing its Securities to  
be purchased at such Option Closing, which Securities shall be free and clear of
all liens, claims, charges and encumbrances of any kind whatsoever, except as   
set forth on SCHEDULE B hereto.                                                 

        (f)     In the event of any change in the Company Common
Stock by reason of a stock dividend, split-up, merger, recapitalization,        
combination, exchange of shares or similar transaction, the type and number of  
Securities subject to the Option, and the per share purchase price therefor,    
shall be adjusted appropriately, so that Parent shall receive upon exercise of  
the Option the number and class of shares or other securities or property that  
Parent would have received if the Option had been exercised immediately prior to
such event or the record date therefor, as applicable.                          

        (g)     After Parent attempts to exercise the Option, in
the event the Stockholder is unable to comply with the provisions of this       
SECTION 3 due to any restrictions on transferability placed on the Securities by
any governmental authority, the Stockholder will use best efforts to promptly   
remove                                                                          

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such restrictions, and at Parent's request, will place the Securities in escrow 
and will not attempt to transfer the Securities to any other party pursuant to  
any agreement to sell, merger or otherwise.                                     

       4.     TERMINATION.  This Agreement shall terminate upon the earliest
of:                                                                             

(a)     the Effective Time of the Merger;       

           (b)     the termination of the Merger Agreement for reasons
other than those described in SECTION 4(C) below; and                           

       (c)     20 days following the termination of the Merger
Agreement pursuant to Section 7.1(e) or Section 7.1(g) thereof (except that     
SECTION 1 and SECTION 2 hereof shall terminate upon termination of the Merger   
Agreement pursuant to Section 7.1(e) or Section 7.1(g) thereof).                

Notwithstanding the foregoing, if the Option cannot be exercised by reason of   
any applicable judgment, decree, order, law or regulation, the Option shall     
remain exercisable and shall not terminate until the earlier of (x) the date on 
which such impediment shall become final and not subject to appeal, and (y) 5:00
p.m. Pacific Time, on the tenth (10th) business day after such impediment shall 
have been removed. Notwithstanding the termination of the Option or this        
Agreement, Parent shall be entitled to purchase the Securities if it has        
exercised the Option in accordance with the terms hereof prior to such          
termination and such termination shall not affect any rights hereunder which by 
their terms do not terminate or expire prior to or as of such termination.      

         5.     REPRESENTATIONS AND WARRANTIES OF PARENT.  Parent represents and
warrants to the Stockholder as follows:                                         

                (a)     ORGANIZATION; DUE AUTHORIZATION; ENFORCEABILITY.  Parent
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.                                                  

        (b)     AUTHORITY RELATIVE TO THIS AGREEMENT. Parent has
full corporate power and authority to execute and deliver this Agreement. The   
execution and delivery of this Agreement and the consummation of the            
transactions contemplated hereby have been duly and validly authorized by the   
Board of Directors of Parent, and no other corporate proceedings on the part of 
Parent are necessary to authorize this Agreement or to consummate the           
transactions contemplated hereby. This Agreement has been duly and validly      
executed and delivered by Parent and constitutes a valid and binding agreement  
of Parent, enforceable against Parent in accordance with its terms, subject to  
applicable bankruptcy, insolvency, moratorium or other similar laws relating to 
creditors' rights and to general principles of equity.                          

6.     REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.  The
Stockholder hereby represents and warrants to Parent as follows:                

        (a)     ORGANIZATION; DUE AUTHORIZATION; ENFORCEABILITY.
The Stockholder has full power and authority to execute and deliver this        
Agreement. The execution and delivery of this Agreement and the consummation of 
the transactions contemplated hereby have been duly and validly authorized by   
all necessary action on the part of the Stockholder, and no other proceedings on
the part of the Stockholder are necessary to authorize this Agreement or to     
consummate the transactions contemplated hereby. This Agreement has been duly   
and validly executed and delivered by the Stockholder and constitutes a valid   
and binding agreement of the Stockholder, enforceable against such Stockholder  
in accordance with its terms, subject to applicable bankruptcy, insolvency,     
moratorium or other similar laws relating to creditors' rights and to general   
principles of equity.                                                           

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   (b)     OWNERSHIP OF SECURITIES; VOTING RIGHTS. The
Stockholder owns, of record and beneficially, the shares of Company Common Stock
and Stock Options set forth opposite the Stockholder's name on SCHEDULE A. The  
Stockholder has sole voting power with respect to his or her shares of Company  
Common Stock. Except pursuant to this Agreement or as set forth on SCHEDULE B,  
the Stockholder's shares of Company Common Stock are not subject to any voting  
trust agreement or other contract, agreement, arrangement, commitment or        
understanding to which the Stockholder is a party restricting or otherwise      
relating to the voting, dividend rights or disposition of such shares of Company
Common Stock. The Company Common Stock are the only equity securities of the    
Company owned by the Stockholder. The Stockholder does not have any option or   
other right to acquire any equity securities of the Company other than the Stock
Options.                                                                        

           (c)     NO ENCUMBRANCES. Except as set forth on SCHEDULE B,
upon the exercise of the Option and the delivery to Parent by Stockholder of a  
certificate or certificates, or other similar document, evidencing the Shares   
and Total Options, Parent will receive good, valid and marketable title to the  
Shares and Total Options, free and clear of all security interests, liens,      
claims, pledges, options, rights of first refusal, agreements, limitations on   
Parent's voting rights, charges and other encumbrances of any nature whatsoever 
(except any security interest created by Parent).                               

           (d)     NO CONFLICTS. Except as set forth on SCHEDULE B, no
authorization, consent or approval of, or filing with, any court or any public  
body or authority is necessary for the consummation by the Stockholder of the   
transactions contemplated by this Agreement. The execution, delivery and        
performance of this Agreement by the Stockholder will not constitute a breach,  
violation or default (or any event which, with notice or lapse of time or both, 
would constitute a default) under, or result in the termination of, or          
accelerate the performance required by, or result in a right of termination or  
acceleration under, or result in the creation of any lien or encumbrance upon   
any of the properties or assets of such Stockholder under, any note, bond,      
mortgage, indenture, deed of trust, license, lease, agreement or other          
instrument to which such Stockholder is a party or by which his, her or its     
properties or assets are bound, other than breaches, violations, defaults,      
terminations, accelerations or creation of liens and encumbrances which, in the 
aggregate, would not materially impair the ability of such Stockholder to       
perform his, her or its obligations hereunder.                                  

          (e)     BROKERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection    
with the transactions contemplated hereby based upon arrangements made by or on 
behalf of the Stockholder.                                                      

     7.     STOCKHOLDER COVENANTS.  The Stockholder hereby covenants and
agrees as follows:                                                              

           (a)     The Stockholder hereby agrees, while this Agreement
is in effect, and except as contemplated hereby, not to sell, transfer, pledge, 
encumber, assign or otherwise dispose of, or enter into any contract, option or 
other arrangement or understanding with respect to the sale, transfer, pledge,  
encumbrance, assignment or other disposition of (all of the foregoing, "SELL,"  
"SOLD" or "SALE," as the case may be), any of the Securities; PROVIDED, HOWEVER,
that Stockholder may transfer any of the Shares to a trust of which there are no
beneficiaries other than the parents, spouse or children of Stockholder, or     
otherwise make transfers for estate planning purposes, so long as the trust and 
the trustees, or other transferee, thereof, deliver a signed copy of this       
Agreement to Parent, agreeing to be bound by the restrictions set forth herein. 

           (b)     The Stockholder hereby agrees, while this Agreement
is in effect, to promptly notify Parent of the number of new shares of capital  
stock or Stock Options of the Company acquired by such Stockholder, if any,     
after the date of this Agreement.                                               

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   (c)     The Stockholder shall immediately cease any
discussions or negotiations with any parties other than Parent that may be      
ongoing with respect to a Takeover Proposal. While this Agreement is in effect, 
the Stockholder shall not, directly or indirectly, (i) solicit, initiate or     
encourage, or take any other action to facilitate, any inquiries or the making  
of any Acquisition Transaction or Frustrating Transaction, (ii) execute or enter
into any Acquisition Agreement with respect to any Alternative Transaction or   
Frustrating Transaction, or (iii) enter into, engage in, continue or otherwise  
participate in any discussions or negotiations regarding, or provide any        
information or data to any person or otherwise cooperate in any way with, any   
Acquisition Transaction or Frustrating Transaction, except to the extent such   
discussions or negotiations are participated in by the Stockholder in his or her
capacity as a director or officer of the Company in accordance with the terms of
the Merger Agreement.                                                           

          (d)     The Stockholder agrees not to engage in any action
or omit to take any action which would have the effect of preventing or         
disabling Stockholder from delivering its Securities to Parent or otherwise     
performing its obligations under this Agreement.                                

8.     Miscellaneous.                                         

          (a)     FEES AND EXPENSES. Except as otherwise provided in
the Merger Agreement, all costs and expenses incurred in connection with this   
Agreement and the transactions contemplated hereby shall be borne by the party  
incurring such expenses.                                                        

               (b)     AMENDMENT.  This Agreement may not be amended except by
an instrument in writing signed on behalf of each of the parties.               

                (c)     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD 
TO ITS CONFLICT OF LAWS RULES OR PRINCIPLES.                                    

          (d)     NOTICES. All notices or other communications under
this Agreement shall be in writing and shall be given (and shall be deemed to   
have been duly given upon receipt) by delivery in person, by cable, telegram,   
telex or other standard form of telecommunications, or by registered or         
certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Parent, to:    VISX, Incorporated                       
   3400 Central Expressway
              Santa Clara, California 95051-0703
              Attention: Chief Financial Officer
         Telephone No.: (408) 773-7003
         Facsimile No.: (408) 773-7201

with a copy to:      Wilson Sonsini Goodrich & Rosati, P.C.   
650 Page Mill Road  
       Palo Alto, California 94304
          Attention:  John V. Roos, Esq.
           Telephone No.:  (650)  493-9300
          Facsimile No.:  (650) 493-6811

         If to Stockholder:   To the address for notice set forth on SCHEDULE A.

with a copy to:      Kelley Drye & Warren LLP                 
101 Park Avenue     

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   New York, NY 10178-0002
             Attention:  Jane E. Jablons, Esq.
          Telephone No.:  (212) 808-7800
          Facsimile No.:  (212) 808-7897

or to such other address as any party may have furnished to the other parties in
writing in accordance with this Section.                                        

  (e)     ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY
BENEFICIARIES. Neither this Agreement nor any of the rights, interests or       
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other   
parties. Any purported assignment without the consent required pursuant to the  
preceding sentence shall be null and void. Subject to the second preceding      
sentence, this Agreement (including, without limitation, the obligations of the 
Stockholder under SECTION 1 and SECTION 2 hereof) shall be binding upon and     
shall inure to the benefit of the parties hereto and their respective successors
and assigns. Notwithstanding anything contained in this Agreement to the        
contrary, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and  
assigns any rights, remedies, obligations or liabilities under or by reason of  
this Agreement. Notwithstanding the foregoing, Parent may assign this agreement 
to one or more of its affiliates.                                               

  (f)     ENFORCEMENT. THE PARTIES HERETO AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS  
AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE    
OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT, SUBJECT TO THE NEXT SENTENCE,
THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT        
BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS 
HEREOF SOLELY IN THE COURTS OF THE STATE OF DELAWARE, THIS BEING IN ADDITION TO 
ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. EACH OF THE    
PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY
FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY DELAWARE STATE COURT IN   
THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS   
CONTEMPLATED BY THIS AGREEMENT, (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR
DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY 
SUCH COURT, AND (III) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT
OTHER THAN A FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR A DELAWARE STATE 
COURT.                                                                          

         (g)     SEVERABILITY.  In the event that any provision of
this Agreement, or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of   
this Agreement will continue in full force and effect and the application of    
such provision to other persons or circumstances will be interpreted so as      
reasonably to effect the intent of the parties. The parties further agree to    
replace such void or unenforceable provision of this Agreement with a valid and 
enforceable provision that will achieve, to the extent possible, the economic,  
business and other purposes of such void or unenforceable provision.            

           (h)     COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and     
delivered shall be an original, but all such counterparts shall together        
constitute one and the same instrument. Each counterpart may consist of a number
of copies hereof each signed by less than all, but together signed by all of the
parties hereto.                                                                 

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            (i)     FURTHER ASSURANCES.  Each party hereto shall perform
such further acts and execute such further documents as may reasonably be       
required to carry out the provisions of this Agreement.                         

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         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.                                                       

    VISX, INCORPORATED

By:           
                                 -----------------------------------------
                              Name:    Derek A. Bertocci
                                       Title:   Vice President, Controller

STOCKHOLDER   

                                 -----------------------------------------
                                  Dr. Eugene I. Gordon

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                                                        [Enlarge/Download Table]


                                   SCHEDULE A                                            

                                                                       STOCK OPTIONS     

           STOCKHOLDER                       COMPANY COMMON STOCK   (INCLUDING WARRANTS) 
------------------------------------------   ---------------------  ---------------------

                                                                                         
Eugene I. Gordon                                   1,596,787              205,009        

c/o Medjet Inc.                                                                          

1090 King Georges Post Rd., Suite 301                                                    

Edison, NJ 08837                                                                         


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SCHEDULE B

Item 1 of Section 2.5 of the Company Schedule to the Merger Agreement,
which is incorporated herein by reference, specifies certain encumbrances placed
by the California Department of Corporations upon the Company Common Stock owned
by Eugene I. Gordon and certain other stockholders of the Company.              

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                                                             EXHIBIT B

 NON-COMPETITION, NON-SOLICITATION
AND NON-HIRE AGREEMENT

    This NON-COMPETITION, NON-SOLICITATION AND NON-HIRE AGREEMENT (the
"AGREEMENT") is made as of the Effective Date (as defined below) by and among   
VISX, Incorporated, a Delaware corporation ("PARENT"), and Eugene I. Gordon, the
undersigned stockholder ("STOCKHOLDER") of Medjet Inc., a Delaware corporation  
(the "COMPANY").                                                                

BACKGROUND

    A.        Concurrently with the execution of this Agreement, Parent, Orion
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of      
Parent ("MERGER SUB"), and the Company have entered into an Agreement and Plan  
of Merger and Reorganization dated as of August 17, 2001 (as the same may be    
amended from time to time, the "MERGER AGREEMENT"), which provides, subject to  
the satisfaction or waiver of the conditions set forth in the Merger Agreement, 
for the merger (the "MERGER") of Merger Sub with and into the Company.          

    B.        Pursuant to the Merger, all of the issued and outstanding shares
of capital stock of the Company, except those shares owned by Parent, will be   
converted into the right to receive the consideration set forth therein, all    
upon the terms and subject to the conditions set forth in the Merger Agreement. 
The Closing Date (as defined in the Merger Agreement) shall be the "EFFECTIVE   
DATE" of this Agreement.                                                        

C.        Stockholder is a significant stockholder, officer and key   
employee of the Company, and as a result of the Merger, Stockholder shall       
receive from Parent significant consideration in the form of a cash payment in  
exchange for all shares of capital stock of the Company held by Stockholder     
pursuant to the terms of the Merger Agreement.                                  

  D.        As a condition to the Merger, and to preserve the value of the
business being acquired by Parent after the Merger, the Merger Agreement        
contemplates, among other things, that Stockholder shall enter into this        
Agreement and that this Agreement shall become effective on the Effective Date. 

    E.        Stockholder's primary place of employment with the Company is in
New Jersey.                                                                     

    NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein, Parent and the Stockholder hereby agree as follows:                     

1.        COVENANT NOT TO COMPETE OR SOLICIT.                         

        (a)      Beginning on the Effective Date and ending on the
later of the (i) second (2d) anniversary of the Effective Date or (ii) eighteen 
(18) months following termination of Stockholder's employment with Parent or the
Company as the case may be (the "NON-COMPETITION PERIOD"), Stockholder shall not
directly or indirectly (other than on behalf of Parent or the Company), without 
the prior written consent of Parent, engage in a Competitive Business Activity  
(as defined below) anywhere in the Restricted Territory (as defined below). For 
all purposes hereof, the term "COMPETITIVE BUSINESS ACTIVITY" shall mean: (i)   
engaging in or managing or directing persons engaged in the Business; (ii)      
acquiring or having an ownership interest in any entity which engages or        
participates in the Business (except for ownership of three percent (3%) or less
of any entity whose securities have been registered under the Securities Act of 
1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as      
amended); or (iii) participating in the financing, operation, management or     
control of any firm, partnership, corporation, entity or business described in  
clause (ii) of this sentence. For all purposes hereof, the term "RESTRICTED     
TERRITORY" shall mean each and every country, province, state, city or other    

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political subdivision of the world. For all purposes hereof, the term "BUSINESS"
shall mean any business activity related to the design, development,            
manufacture, marketing, service, support, sale, or other manner of distribution 
of any product, service or application that uses or employs waterjet technology 
in the health-care industry (including but not limited to the medical, dental or
surgical (including elective surgery) fields).                                  

           (b)      During the Non-Competition Period, Stockholder shall
not directly or indirectly (i) solicit, encourage or take any other action which
is intended to induce or encourage, or has the effect of inducing or            
encouraging, any employee of the Company to terminate his or her employment with
Parent or the Company or any of their respective subsidiaries or (ii) hire any  
employee of the Company other than employment with the Parent or the Company or 
any of their respective subsidiaries.                                           

          (c)      The covenants contained in SECTION 1(A) and SECTION
1(B) hereof shall be construed as a series of separate covenants, one for each  
country, province, state, city or other political subdivision of the Restricted 
Territory. Except for geographic coverage, each such separate covenant shall be 
deemed identical in terms to the covenant contained in SECTION 1(A) and SECTION 
1(B) hereof. If, in any judicial proceeding, a court refuses to enforce any of  
such separate covenants (or any part thereof), then such unenforceable covenant 
(or such part) shall be eliminated from this Agreement to the extent necessary  
to permit the remaining separate covenants (or portions thereof) to be enforced.
In the event that the provisions of this SECTION 1 are deemed to exceed the     
time, geographic or scope limitations permitted by applicable law, then such    
provisions shall be reformed to the maximum time, geographic or scope           
limitations, as the case may be, permitted by applicable laws.                  

     (d)      Stockholder acknowledges that (i) the goodwill
associated with the existing business, customers and assets of the Company prior
to the Merger are an integral component of the value of the Company to Parent   
and is reflected in the portion of the total consideration in the Merger payable
to Stockholder in cash, (ii) Stockholder is a significant stockholder, officer  
and key employee of the Company, and Stockholder will remain a key employee of  
Parent as of the Effective Time, and (iii) Stockholder's agreement as set forth 
herein is necessary to preserve the value of the Company for Parent following   
the Merger. Stockholder also acknowledges that the limitations of time,         
geography and scope of activity agreed to in this Agreement are reasonable      
because, among other things, (A) the Company and Parent are engaged in a highly 
competitive industry, (B) Stockholder has unique access to, and will continue to
have access to, the trade secrets and know-how of the Company, including,       
without limitation, the plans and strategy (and, in particular, the competitive 
strategy) of the Company, (C) Stockholder is receiving significant consideration
in connection with the Merger, and (D) in the event Stockholder's employment    
with Parent or the Company ended, Stockholder would be able to obtain suitable  
and satisfactory employment without violation of this Agreement.                

           (e)      Stockholder's obligations under this Agreement shall
remain in effect if Stockholder's employment with Parent or the Company is      
terminated for any reason.                                                      

2.        ARBITRATION.                                                

        (a)      The parties agree that any dispute or controversy
arising out of, relating to, or in connection with this Agreement, or the       
interpretation, validity, construction, performance, breach, or termination     
thereof, shall be settled by binding arbitration to be held in Santa Clara      
County, California in accordance with the American Arbitration Association      
Commercial Arbitration Rules, and Supplemental Procedures for Large Complex     
Disputes (together the "RULES"). Such dispute or controversy shall be settled by
arbitration conducted by one arbitrator mutually agreeable to Parent and        
Stockholder. In the event that within forty-five (45) days after submission of  
any dispute to arbitration, Parent and Stockholder cannot mutually agree on one 
arbitrator, Parent and Stockholder shall each select one arbitrator, and the two
arbitrators so selected shall select a third arbitrator. The decision of the    
arbitrator                                                                      

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or a majority of the three arbitrators, as the case may be, shall be final,     
binding and conclusive upon the parties to the arbitration. Judgment may be     
entered on the arbitrator(s)' decision in any court having jurisdiction.        

             (b)      At the request of either party, the arbitrator(s) will
enter an appropriate protective order to maintain the confidentiality of        
information produced or exchanged in the course of the arbitration proceedings. 

          (c)      The arbitrator(s) shall apply California law to the
merits of any dispute or claim, without reference to rules of conflicts of law. 

       (d)      The parties agree that it would be impossible or
inadequate to measure and calculate the other party's damages from any breach of
the covenants set forth in this Agreement. Accordingly, each party agrees that  
if it breaches any provision of this Agreement, the other party will have       
available, in addition to any other right or remedy otherwise available, the    
right to injunctive relief restraining such breach or threatened breach and to  
specific performance of any such provision of this Agreement.                   

       (e)      Either party may apply to any court of competent
jurisdiction for a temporary restraining order, preliminary injunction or other 
interim or conservatory relief, as necessary, without breach of this arbitration
agreement and without any abridgment of the powers of the arbitrator(s).        
Stockholder expressly consents to the personal jurisdiction of the state and    
federal courts located in California for any action filed there against         
Stockholder pursuant to this SECTION 2(E).                                      

           (f)      STOCKHOLDER HAS READ AND UNDERSTANDS THIS SECTION 2,
WHICH DISCUSSES ARBITRATION. STOCKHOLDER UNDERSTANDS THAT BY SIGNING THIS       
AGREEMENT, STOCKHOLDER AGREES, EXCEPT AS SET FORTH IN SECTION 2(D) AND SECTION  
2(E) ABOVE, TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION  
WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION 
CLAUSE CONSTITUTES A WAIVER OF STOCKHOLDER'S RIGHT TO A JURY TRIAL AND RELATES  
TO THE RESOLUTION OF ALL DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION  
WITH THIS AGREEMENT.                                                            

3.         MISCELLANEOUS.                                             

             (a)      GOVERNING LAW. This Agreement shall be governed by the
laws of the State of California without reference to rules of conflicts of law. 

             (b)      SEVERABILITY. If any portion of this Agreement is held
by an arbitrator or a court of competent jurisdiction to conflict with any      
federal, state or local law, or to be otherwise invalid or unenforceable, such  
portion of this Agreement shall be of no force or effect and this Agreement     
shall otherwise remain in full force and effect and be construed as if such     
portion had not been included in this Agreement.                                

            (c)      NO ASSIGNMENT. Because the nature of the Agreement is
specific to the actions of Stockholder, Stockholder may not assign this         
Agreement. This Agreement shall inure to the benefit of Parent and its          
successors and assigns.                                                         

    (d)      NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally 
or by commercial messenger or courier service, or mailed by registered or       
certified mail (Return receipt requested) or sent via facsimile (with           
acknowledgment of                                                               

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complete transmission) to the parties at the following addresses (or at such    
other address for a party as shall be specified by like notice); PROVIDED,      
HOWEVER, that notices sent by mail will not be deemed given until received:     

If to Parent                                                      
or the Company, to:       VISX, Incorporated                      
         3400 Central Expressway
                    Santa Clara, California 95051-0703
                    Attention: Chief Financial Officer
                     Telephone No.: (408) (408) 773-7003
                      Facsimile No.:  (408) (408) 773-7201

With a copy to:           Wilson Sonsini Goodrich & Rosati, P.C.  
    650 Page Mill Road
             Palo Alto, California 94304
                Attention:  John V. Roos, Esq.
                 Telephone No.:  (650)  493-9300
                Facsimile No.:  (650) 493-6811

  If to Stockholder:        To the address for notice set forth on the
        signature page hereof.

with a copy to:           Kelley Drye & Warren                    
 101 Park Avenue
         New York, NY 10178-0002
                   Attention:  Jane E. Jablons, Esq.
                Telephone No.:  (212) 808-7800
                Facsimile No.:  (212) 808-7897

           (e)      ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding of the parties and supersedes all prior discussions,
agreements and understandings relating to the subject matter hereof. This       
Agreement may not be changed or modified, except by an agreement in writing     
executed by Parent and Stockholder.                                             

           (f)      WAIVER OF BREACH. The waiver of a breach of any term
or provision of this Agreement, which must be in writing, shall not operate as  
or be construed to be a waiver of any other previous or subsequent breach of    
this Agreement.                                                                 

               (g)      HEADINGS. All captions and section headings used in this
Agreement are for convenience only and do not form a part of this Agreement.    

      (h)      COUNTERPARTS. This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an   
original and shall constitute an effective, binding agreement on the part of    
each of the undersigned.                                                        

         (i)      TERM. This Agreement shall become effective on the
Effective Date and continue until the later of (i) two (2) years from the       
Effective Date or (ii) eighteen (18) months following termination of            
Stockholder's employment with Parent or the Company as the case may be.         

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.                                                                 

      VISX, INCORPORATED

By:         
                                 ---------------------------------------
                    Name:  Derek A. Bertocci
                               Title:   Vice President, Controller

STOCKHOLDER 

                              ------------------------------------------
                                    Dr. Eugene I. Gordon

Address:    
   c/o Medjet Inc.
                          1090 King Georges Post Road, Suite 301
    Edison, NJ 08837

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                                                               EXHIBIT C

 NON-EXCLUSIVE LICENSE AGREEMENT

   THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of August 17, 2001, by and between VISX, Incorporated ("VISX"), a Delaware      
corporation, and Medjet Inc. ("MEDJET"), a Delaware corporation.                

BACKGROUND

    Concurrently with the execution of this Agreement, VISX, Orion Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of VISX ("MERGER SUB")
and Medjet have entered into an Agreement and Plan of Merger and Reorganization,
dated as of August 17, 2001 (as the same may be amended from time to time, the  
"MERGER AGREEMENT"), which provides, subject to the satisfaction or waiver of   
the conditions set forth in the Merger Agreement, for the merger (the "Merger") 
of Merger Sub with and into Medjet.                                             

   NOW, THEREFORE, in consideration of the execution and delivery by VISX of
the Merger Agreement and the mutual covenants, conditions and agreements herein 
contained, the parties hereto hereby agree as follows, effective as of the      
Commencement Date (as defined below):                                           

1.       DEFINITIONS.                                                 

            1.1       "AFFILIATE" means any corporation or other entity that
is directly or indirectly controlling, controlled by or under the common control
with a party hereto for so long as such control exists. For the purpose of this 
Agreement, "control" shall mean the direct or indirect ownership of fifty       
percent (50%) or more of the outstanding shares or other voting rights of the   
subject entity to elect directors, or if not meeting the preceding, any entity  
owned or controlled by or owning or controlling at the maximum control or       
ownership right permitted in the country where such entity exists.              

     1.2       "LICENSEE" means a third party to whom VISX has
granted a license or sublicense under the Medjet Patents, to make, have made,   
import, use, sell, offer for sale or otherwise exploit a Product. "Licensee"    
includes a third party to whom VISX has granted the right to distribute a       
Product.                                                                        

            1.3       "MEDJET PATENTS" means (i) all patents owned by Medjet
or licensed to Medjet (to the extent Medjet may grant a license or sublicense to
such patent) as of the date hereof with the right to grant sublicenses; and (ii)
all patents issued to Medjet claiming an invention first reduced to practice    
prior to the expiration of the R&D Period.                                      

     1.4       "MEDJET TECHNOLOGY" means technological models,
algorithms, manufacturing processes, design drawings (whether manual or         
electronic), design processes, prototypes, behavioral models, schematics, test  
vectors, know-how, computer and electronic data processing and other apparatus  
programs and software, databases and documentation thereof, trade secrets,      
technical information, specifications, drawings, records, documentation, works  
of authorship or other creative works, ideas, knowledge, data or the like that  
is owned by or licensed to Medjet (to the extent Medjet may grant a license or  
sublicense to such intellectual property) as of the date hereof, including      
without limitation information useful to the practice of the inventions claimed 
in the Medjet Patents.                                                          

           1.5       "NET SALES" means the amounts received by VISX or its
Affiliates or Licensees for the use or sale of Products to bona fide independent
third parties, less (i) normal and customary rebates, and cash, trade and       
quantity discounts; (ii) sales, use and/or other excise taxes or duties; (iii)  
the                                                                             

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actual cost of any packaging and shipping, including insurance; and (iv) amounts
actually allowed or credited due to defects, returns, rejections, wholesale     
chargebacks or retroactive price reductions.                                    

            1.6       "PRODUCTS" means any equipment, products, processes or
methods covered by or that exploit or make use of one or more Valid Claims or   
that exploit or make use of the Medjet Technology.                              

         1.7       "R&D PERIOD" means the period beginning on the date
hereof and continuing for one year hereafter.                                   

           1.8       "VALID CLAIM" means a claim of any Medjet patent that
has not expired, lapsed, or been held invalid, unpatentable or unenforceable.   

2.       LICENSE GRANTS.                                              

     2.1       MEDJET TECHNOLOGY. Subject to the provisions of
SECTION 6, Medjet hereby grants VISX a non-exclusive, worldwide, perpetual,     
irrevocable license, with the right to grant non-exclusive sublicenses, to use, 
reproduce, translate, distribute (by any means known or hereafter developed,    
including electronic distribution), market, make derivative works of and        
otherwise exploit the Medjet Technology.                                        

          2.2       MEDJET PATENTS. Subject to the provisions of SECTION
6, Medjet hereby grants VISX a non-exclusive, worldwide, perpetual, irrevocable 
license, with the right to grant non-exclusive sublicenses, under the Medjet    
Patents, to make, sell, offer for sale, import and use products, and to perform 
processes and methods, that embody the inventions described in the Medjet       
Patents.                                                                        

3.       CONSIDERATION.                                               

              3.1       ROYALTY ON NET SALES. VISX shall pay to Medjet a royalty
of five (5%) of Net Sales of Products.                                          

      3.2      COMPUTATION OF ROYALTIES. All sales of Products
between VISX and any of its Affiliates (other than for end use with patients or 
customers) will be disregarded for purposes of computing Net Sales and royalties
due Medjet under this Section 3, and in such instances royalties will be payable
only upon sales or licenses to, or other use by, independent third parties.     
Nothing herein shall obligate VISX to pay Medjet royalties more than once on any
unit of a Product.                                                              

4.       PAYMENTS; REPORTS AND RECORDS.                               

            4.1       TIMING OF PAYMENTS. All amounts due Medjet pursuant to
SECTION 3 shall be paid every 3 months ("QUARTERLY PERIOD") within 30 days after
the last day of each Quarterly Period.                                          

        4.2       ROYALTY REPORTS. VISX shall deliver to Medjet with
each royalty payment a report setting forth the total Net Sales of the Products 
for the Quarterly Period and the computation of the royalty amount. Such reports
shall be confidential information of VISX.                                      

            4.3       INSPECTION OF BOOKS AND RECORDS. Not more than once in
any 12 month period, Medjet may have VISX's and its Affiliates' relevant books  
and records for the prior 12-month period audited, by an independent certified  
public accounting firm of Medjet's choosing and reasonably acceptable to VISX,  
to verify the accuracy of VISX's royalty payments. The independent certified    
public                                                                          

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accounting firm must enter into a confidentiality agreement reasonably          
acceptable to VISX and may not disclose any information learned in the course of
such audit other than the existence and amount of underpayment, if any. Such    
audit must be conducted during VISX's normal business hours in a manner that    
does not unduly interfere with VISX's normal business activities. If any audit  
discloses underpayment of royalties, VISX shall promptly pay Medjet the         
royalties due plus interest at an annual rate of 6%. Medjet is responsible for  
all expenses it incurs in connection with any audit unless the audit discloses  
an underpayment of royalties in excess of 15%, in which case, VISX shall        
promptly reimburse Medjet for all of such audit expenses.                       

      4.4      TAXES. All royalty amounts required to be paid to
Medjet pursuant to this Agreement may be paid with deduction for withholding for
or on account of any taxes (other than taxes imposed on or measured by net      
income) or similar governmental charge ("WITHHOLDING TAXES"). At Medjet's       
request, VISX shall provide Medjet a certificate evidencing payment of any      
Withholding Taxes hereunder and shall reasonably assist Medjet to obtain the    
benefit of any applicable tax treaty.                                           

5.       TERM. This Agreement shall commence (the date of such        
commencement being herein referred to as the "COMMENCEMENT DATE") upon          
termination of the Merger Agreement in accordance with the applicable provisions
and circumstances described in Section 7.3(a) of the Merger Agreement, and will 
continue in full force and effect until the expiration of the last to expire of 
the Medjet Patents; PROVIDED, HOWEVER, that VISX's license to the Medjet        
Technology will survive the expiration (but not the earlier termination) of this
Agreement if this Agreement were otherwise in effect on the date of the last of 
the Medjet patents to expire.                                                   

6.        BREACH. If VISX shall breach any of its material obligations
hereunder, which breach shall continue uncured for more than 30 days after      
written notice thereof, the licenses granted under SECTION 2 shall immediately  
terminate. Termination shall not affect VISX's obligations to pay any amounts   
due or payable to Medjet for Net Sales made prior to the date of termination.   

7.        MISCELLANEOUS PROVISIONS.                                   

             7.1      GOVERNING LAW. This Agreement, and any dispute arising
from the performance or breach hereof, will be governed by and construed and    
enforced in accordance with the laws of the State of California, without        
reference to conflicts of laws principles. The prevailing party in any legal    
action to enforce or interpret this Agreement shall be entitled to reasonable   
costs and attorneys' fees and expenses in connection therewith.                 

               7.2      INDEPENDENT CONTRACTORS. The relationship of the parties
hereto is that of independent contractors. The parties hereto are not deemed to 
be agents, partners or joint venturers of the others for any purpose as a result
of this Agreement or the transactions contemplated hereby.                      

          7.3      ASSIGNMENT. Neither party may assign this Agreement
without the prior written consent of the other party, except that either party  
may assign this Agreement without such consent to an entity that acquires all or
substantially all of the business or assets of such party pertaining to the     
subject matter hereof, whether by merger, reorganization, acquisition, sale or  
otherwise. Any other attempted assignment of this Agreement will be void.       
Subject to the foregoing, this Agreement will be binding upon and inure to the  
benefit of the parties and their successors, heirs and assigns.                 

7.4      NOTICES. All notices, requests and other 
communications hereunder will be in writing and will be personally delivered or 
sent by telecopy or other electronic facsimile transmission or                  

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by registered or certified mail, return receipt requested, postage prepaid, or  
overnight courier, in each case to the respective address appearing below each  
party's signature, or such other address as may be specified in writing to the  
other party hereto.                                                             

             7.5      PARTIAL INVALIDITY. If any provision of this Agreement
is held to be invalid by a court of competent jurisdiction, then the remaining  
provisions will remain, nevertheless, in full force and effect. The parties     
agree to renegotiate in good faith any provision held invalid and to be bound by
the mutually agreed substitute provision in order to give the most approximate  
effect originally intended by the parties.                                      

             7.6      SEVERABILITY. In the event that any provisions of this
Agreement are determined to be invalid or unenforceable by a court of competent 
jurisdiction, the remainder of the Agreement will remain in full force and      
effect without said provision. In such event, the parties will in good faith    
negotiate a substitute clause for any provision declared invalid or             
unenforceable, which will most nearly approximate the intent of the parties in  
entering this Agreement.                                                        

          7.7      WAIVER. It is agreed that no waiver by either party
hereto of any breach or default of any of the covenants or agreements herein set
forth will be deemed a waiver as to any subsequent and/or similar breach or     
default.                                                                        

            7.8      COMPLETE AGREEMENT. This Agreement (together with the
applicable provisions of the Merger Agreement) constitutes the entire agreement,
both written and oral, between the parties with respect to the subject matter   
hereof, and that all prior agreements respecting the subject matter hereof,     
either written or oral, expressed or implied, are merged and canceled, and are  
null and void and of no effect. No amendment or change hereof or addition hereto
will be effective or binding on either of the parties hereto unless reduced to  
writing and duly executed on behalf of both parties hereto.                     

            7.9      HEADINGS. The captions to the Sections hereof are not
a part of this Agreement, but are included merely for convenience of reference  
only and will not affect its meaning or interpretation.                         

      7.10     COUNTERPARTS. This Agreement may be executed in
counterparts, each of which will be deemed an original and which together will  
constitute one instrument.                                                      

           7.11     EXPIRATION. This Agreement shall expire and be of no
force and effect in the event the Merger Agreement is terminated and the        
provisions set forth in Section 7.3(a) of the Merger Agreement are not          
applicable.                                                                     

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.                                                       

VISX, INCORPORATED                                                              

By:                                                                             
------------------------------------------                                
Name:  Derek A. Bertocci                                      
Title:   Vice President, Controller                           

Address for VISX, Incorporated:                 With a copy to:                 

VISX, Incorporated                              Wilson Sonsini Goodrich & Rosati
3400 Central Expressway                         650 Page Mill Road              
Santa Clara, CA 95051-0703                      Palo Alto, CA 94304-1050        
Facsimile:  (408) 773-7051                      Facsimile:  (650) 493-6811      
Attention:  Derek A. Bertocci                   Attention:  John V. Roos, Esq.  

MEDJET INC.                                                                     

By:                                                                             
-----------------------------------------                                 
Name:  Dr. Eugene I. Gordon                                   
Title:   Chief Executive Officer                              

Address for Medjet Inc.:                    With a copy to:                     

Medjet Inc.                                 Kelley Drye & Warren LLP            
1090 King George Post Road, Suite 301       101 Park Avenue                     
Edison, New Jersey 08837                    New York, New York 10178-0002       
Facsimile:  (732) 738-3984                  Facsimile:  (212) 808-7897          
Attention:  Dr. Eugene A. Gordon            Attention:  Jane E. Jablons, Esq.   

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                                                                 EXHIBIT D

OMNIBUS WAIVER AND AMENDMENT AGREEMENT

   This OMNIBUS WAIVER AND AMENDMENT AGREEMENT (the "AGREEMENT") is made and
entered into as of August 17, 2001, by and between VISX, Incorporated, a        
Delaware corporation ("VISX") and Medjet Inc., a Delaware corporation (the      
"COMPANY").                                                                     

BACKGROUND

    Concurrently with the execution of this Agreement, VISX, Orion Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of VISX       
("MERGER SUB") and the Company have entered into an Agreement and Plan of Merger
and Reorganization, dated as of August 17, 2001 (as the same may be amended from
time to time, the "MERGER AGREEMENT"), which provides, subject to the           
satisfaction or waiver of the conditions set forth in the Merger Agreement, for 
the merger (the "MERGER") of Merger Sub with and into the Company. In addition, 
VISX has purchased shares of the Company's Series B Convertible Preferred Stock 
and warrants from third parties, and has agreed to waive and amend certain      
rights and benefits of the Series B Convertible Preferred Stock and warrants as 
set forth herein.                                                               

NOW, THEREFORE, in consideration of the execution and delivery by the 
Company of the Merger Agreement and the mutual covenants, conditions and        
agreements herein contained, the parties hereto hereby agree as follows,        
effective as of the Commencement Date (as defined below):                       

1.      WAIVER.                                                                 

            (a)      Section 3.B(iv) of the Certificate of Designations of
the Series B Convertible Preferred Stock of the Company is hereby waived by VISX
to the extent that such provision would hinder the Company in raising equity    
financing on terms reasonably acceptable to the Company, at any time or from    
time to time; and                                                               

              (b)      Section 2.1 of the Registration Rights Agreement, dated
as of December 3, 1999, by and among the Company, Adam Smith & Co., Inc. ("ASC")
and the Stockholders listed therein (the "STOCKHOLDERS"), as amended by the     
First Amendment to the Registration Rights Agreement, dated as of August 17,    
2001, by and among the Company, ASC, the Stockholders and VISX and the Second   
Amendment to the Registration Rights Agreement, dated as of August 17, 2001, by 
and between the Company and VISX (collectively, the "RIGHTS AGREEMENT"), is     
hereby waived by VISX for a period of one year following the Commencement Date. 

2.      AMENDMENT.                                                              

             (a)      Section 7.1 of the warrant dated as of August 17, 2001
held by VISX to purchase a total of 1,040,000 shares of the Company's Common    
Stock (the "COMMON STOCK WARRANT") is hereby amended by deleting the last       
sentence thereof.                                                               

             (b)      Section 7.1 of the warrant dated as of August 17, 2001
held by VISX to purchase a total of 325,000 shares of the Company's Common Stock
(the "ASC WARRANT") is hereby amended by deleting the last sentence thereof.    

3.       TERM.  This Agreement shall commence, if it does so commence, upon     
termination of the Merger Agreement in accordance with any subsection of Section
7.1, except Section 7.1(e) and Section 7.1(g), of the Merger Agreement (the     
"COMMENCEMENT DATE").                                                           

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4.      REPRESENTATIONS AND WARRANTIES OF VISX.  VISX represents and warrants   
to the Company as follows:                                                      

               (a)      ORGANIZATION; DUE AUTHORIZATION; ENFORCEABILITY. VISX is
a corporation duly organized, validly existing and in good standing under the   
laws of the State of Delaware.                                                  

         (b)      AUTHORITY RELATIVE TO THIS AGREEMENT. VISX has all
necessary corporate power and authority to execute and deliver this Agreement.  
The execution and delivery of this Agreement and the consummation of the        
transactions contemplated hereby have been duly and validly authorized by the   
Board of Directors of VISX, and no other corporate proceedings on the part of   
VISX are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and      
delivered by VISX and constitutes a valid and binding agreement of VISX,        
enforceable against VISX in accordance with its terms, subject to applicable    
bankruptcy, insolvency, moratorium or other similar laws relating to creditors' 
rights and contracting parties' rights generally and except as may be subject to
general principles of equity (regardless of whether such enforceability is      
considered in a proceeding in equity or law).                                   

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents 
and warrants to VISX as follows:                                                

           (a)      ORGANIZATION; DUE AUTHORIZATION; ENFORCEABILITY. The
Company is a corporation duly organized, validly existing and in good standing  
under the laws of the State of Delaware.                                        

            (b)      AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has
all necessary corporate power and authority to execute and deliver this         
Agreement. The execution and delivery of this Agreement and the consummation of 
the transactions contemplated hereby have been duly and validly authorized by   
the Board of Directors of the Company, and no other corporate proceedings on the
part of the Company are necessary to authorize this Agreement or to consummate  
the transactions contemplated hereby. This Agreement has been duly and validly  
executed and delivered by the Company and constitutes a valid and binding       
agreement of the Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, moratorium or other similar
laws relating to creditors' rights and contracting parties' rights generally and
except as may be subject to general principles of equity (regardless of whether 
such enforceability is considered in a proceeding in equity or law).            

6.       AMENDMENT OF AGREEMENT.  This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties.                  

7.       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN  
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS       
CONFLICT OF LAWS RULES OR PRINCIPLES.                                           

8.       NOTICES. All notices or other communications under this Agreement      
shall be in writing and shall be given (and shall be deemed to have been duly   
given upon receipt) by delivery in person, by cable, telegram, telex or other   
standard form of telecommunications, or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:                        

If to VISX, to:         VISX, Incorporated  
                           3400 Central Expressway

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                                      Santa Clara, California 95051-0703
                                      Attention: Chief Financial Officer
                                 Telephone No.: (408) 773-7003
                                 Facsimile No.: (408) 773-7201

                  with a copy to:         Wilson Sonsini Goodrich & Rosati, P.C.
                      650 Page Mill Road
                               Palo Alto, California 94304
                                  Attention:  John V. Roos, Esq.
                                  Telephone No.:  (650) 493-9300
                                  Facsimile No.:  (650) 493-6811

If to the Company, to:  Medjet Inc.         
                                         1090 King George Post Road, Suite 301
                            Edison, New Jersey 08837
                                 Telephone No.: (732) 738-3990
                                 Facsimile No.: (732) 738-3984

    with a copy to:         Kelley Drye & Warren LLP
                   101 Park Avenue
                           New York, NY 10178-0002
                                     Attention:  Jane E. Jablons, Esq.
                                  Telephone No.:  (212) 808-7800
                                  Facsimile No.:  (212) 808-7897

or to such other address as any party may have furnished to the other parties in
writing in accordance with this Section.                                        

9.      ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. Neither       
this Agreement nor any of the rights, interests or obligations hereunder shall  
be assigned by any of the parties hereto (whether by operation of law or        
otherwise) without the prior written consent of the other party. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,         
obligations or liabilities under or by reason of this Agreement.                

10.     ENFORCEMENT. THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD     
OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT        
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT
IS ACCORDINGLY AGREED THAT, SUBJECT TO THE NEXT SENTENCE, THE PARTIES SHALL BE  
ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT  
AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF SOLELY IN THE COURTS
OF THE STATE OF DELAWARE, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH   
THEY ARE ENTITLED AT LAW OR IN EQUITY. EACH OF THE PARTIES HERETO (I) CONSENTS  
TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN   
THE STATE OF DELAWARE OR ANY DELAWARE STATE COURT IN THE EVENT ANY DISPUTE      
ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS    
AGREEMENT, (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH                 

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COURT, AND (III) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS     
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT
OTHER THAN A FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR A DELAWARE STATE 
COURT.                                                                          

11.     SEVERABILITY. In the event that any provision of this Agreement, or     
the application thereof, becomes or is declared by a court of competent         
jurisdiction to be illegal, void or unenforceable, the remainder of this        
Agreement will continue in full force and effect and the application of such    
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties. The parties further agree to replace such  
void or unenforceable provision of this Agreement with a valid and enforceable  
provision that will achieve, to the extent possible, the economic, business and 
other purposes of such void or unenforceable provision.                         

12.      COUNTERPARTS.  This Agreement may be executed by the parties hereto in 
separate counterparts, each of which when so executed and delivered shall be an 
original, but all such counterparts shall together constitute one and the same  
instrument.                                                                     

13.      FURTHER ASSURANCES.  Each party hereto shall perform such further acts 
and execute such further documents as may reasonably be requested by the other  
party to carry out the intent of the provisions of this Agreement.              

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  IN WITNESS WHEREOF, the undersigned have duly executed this Agreement on
the date first above written.                                                   

      VISX, INCORPORATED

By:         
                                    ------------------------------------------
                            Name:    Derek A. Bertocci
                                      Title:    Vice President, Controller

MEDJET INC. 

By:         
                                    ------------------------------------------
                           Name:    Eugene I. Gordon
                                  Title:   Chief Executive Officer

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                                                             EXHIBIT E

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO IT HAVE BEEN   
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF       
COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT      
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND          
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.                                   

 MEDJET INC.

 COMMON STOCK PURCHASE WARRANT

 August 17, 2001

1.     NUMBER AND PRICE OF SHARES SUBJECT TO WARRANT. Subject to the  
terms and conditions set forth herein, VISX, Incorporated (the "HOLDER"), is    
entitled to purchase from Medjet Inc., a Delaware corporation (the "COMPANY"),  
at any time after the date hereof and on or before the date of termination of   
this Warrant provided for in SECTION 13 hereof, up to One Million Three Hundred 
Twenty Thousand (1,320,000) shares (which number of shares is subject to        
adjustment and certain conditions as described below) of fully paid and         
nonassessable Common Stock of the Company (the "SHARES") upon surrender hereof  
at the principal office of the Company, and upon payment of the purchase price  
at said office in cash or by check. Subject to adjustment as provided below, the
purchase price of one share of Common Stock (or such securities as may be       
substituted for one share of Common Stock pursuant to the provisions set forth  
below) shall be Seventy-Five Cents ($0.75). The purchase price of one share of  
Common Stock (or such securities as may be substituted for one share of Common  
Stock pursuant to the provisions set forth below) payable from time to time upon
the exercise of this Warrant (whether such price be the price specified above or
an adjusted price determined as provided below) is referred to herein as the    
"WARRANT PRICE."                                                                

2.     MERGER AGREEMENT. This Warrant is issued in connection with the
execution and delivery of that certain Agreement and Plan of Merger and         
Reorganization, by and among the Holder, the Company, and a wholly-owned        
subsidiary of the Holder (the "MERGER SUB"), dated as of August 17, 2001, (as   
the same may be amended from time to time, the "MERGER AGREEMENT"), which       
provides, subject to the satisfaction or waiver of the conditions set forth in  
the Merger Agreement, for the merger (the "MERGER") of Merger Sub with and into 
the Company.                                                                    

3.    ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and
kind of securities issuable upon the exercise of this Warrant shall be subject  
to adjustment from time to time, and the Company agrees to provide notice upon  
the happening of certain events as follows:                                     

   (a)   ADJUSTMENT FOR DIVIDENDS IN STOCK. In case at any time or
from time to time on or after the date hereof, the holders of the Common Stock  
of the Company (or any shares of stock or other securities at the time          
receivable upon the exercise of this Warrant) shall have received, or, on or    
after the record date fixed for the determination of eligible stockholders,     
shall have become entitled to receive, without payment therefor, other or       
additional securities or other property of the Company (except for cash from the
proceeds of the Merger) by way of dividend or distribution, then and in each    
case, Holder shall, upon the exercise hereof, be entitled to receive, in        
addition to the number of shares of Common Stock receivable thereupon, and      
without payment of any additional consideration therefor, the amount of such    

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other or additional securities or other property of the Company which Holder    
would hold on the date of such exercise had it been the holder of record of such
Common Stock on the date hereof and had thereafter, during the period from the  
date hereof to and including the date of such exercise, retained such shares    
and/or all other additional securities or other property receivable by it as    
described above during such period, giving effect to all adjustments called for 
during such period by this SECTION 3(A) and SECTION 3(B) and SECTION 3(C).      

    (b)   ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION. In case
of any reclassification or change of the outstanding Common Stock of the Company
or of any reorganization of the Company on or after the date hereof (other than 
the Merger contemplated by the Merger Agreement), then and in each such case the
Company shall give Holder at least ten (10) days notice of the proposed         
effective date of such transaction, and Holder, upon the exercise hereof at any 
time after the consummation of such reclassification, change or reorganization, 
shall be entitled to receive, in lieu of the stock or other securities and      
property receivable upon the exercise hereof prior to such consummation, the    
stock or other securities or property to which Holder would have been entitled  
upon such consummation if Holder had exercised this Warrant immediately prior   
thereto, all subject to further adjustment as provided in SECTION 3(A), SECTION 
3(B) and SECTION 3(C); in each such case, the terms of this SECTION 3 shall be  
applicable to the shares of stock or other securities properly receivable upon  
the exercise of this Warrant after such consummation.                           

     (c)   STOCK SPLITS AND REVERSE STOCK SPLITS. If at any time on or
after the date hereof, the Company shall subdivide its outstanding shares of    
Common Stock into a greater number of shares, the Warrant Price in effect       
immediately prior to such subdivision shall thereby be proportionately reduced  
and the number of shares receivable upon exercise of the Warrant shall thereby  
be proportionately increased; and, conversely, if at any time on or after the   
date hereof the outstanding number of shares of Common Stock shall be combined  
into a smaller number of shares, the Warrant Price in effect immediately prior  
to such combination shall thereby be proportionately increased and the number of
shares receivable upon exercise of this Warrant shall thereby be proportionately
decreased.                                                                      

 4.    NO FRACTIONAL SHARES. No fractional shares of Common Stock or any
other security will be issued in connection with any exercise or conversion     
hereunder. In lieu of any fractional shares that would otherwise be issuable    
(after aggregation of all shares being issued upon such exercise or conversion),
the Company shall pay cash equal to the product of such fraction multiplied by  
the fair market value of one share of such security on the date of exercise, as 
determined in good faith by the Company's Board of Directors.                   

    5.    NO SHAREHOLDER RIGHTS. This Warrant as such shall not entitle Holder
to any of the rights of a stockholder of the Company.                           

6.    RESERVATION OF STOCK. The Company covenants that during the     
period this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the      
issuance of Common Stock upon the exercise of this Warrant. The Company agrees  
that its issuance of this Warrant shall constitute full authority to its        
officers who are charged with the duty of executing stock certificates to       
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.                                                       

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7.    EXERCISE OF WARRANT.                                            

     (a)   MANNER OF EXERCISE. This Warrant may be exercised, in whole
or in part, by Holder by the surrender of this Warrant (with the notice of      
exercise form attached as ATTACHMENT A and the Investment Representation        
Statement attached as ATTACHMENT C duly executed) at the principal office of the
Company, accompanied by payment in full of the purchase price of the Shares     
purchased thereby, as described above.                                          

 (b)   RIGHT TO CONVERT WARRANT. This Warrant may be converted
into Shares in whole or in part, by Holder by the surrender of this Warrant     
(with the notice of conversion form attached as ATTACHMENT B and the Investment 
Representation Statement attached as ATTACHMENT C duly executed) at the         
principal office of the Company. Upon conversion of this Warrant, Holder shall  
be entitled to receive that number of Shares of the Company equal to (x) the    
number of shares of Common Stock specified by Holder in its Notice of Conversion
up to the maximum number of shares of Common Stock subject to this Warrant (less
any shares previously issued upon exercise or conversion hereof) (the "SPECIFIED
NUMBER") less (y) the number of shares of Common Stock equal to the quotient    
obtained by dividing (A) the product of the Specified Number and the then       
existing Warrant Price by (B) the Fair Market Value, as defined below.          

          "FAIR MARKET VALUE" of a Share shall mean the fair value as determined
in good faith, subject to the reasonable agreement of the Holder, by the        
Company's Board of Directors; provided, however, that where there exists a      
public market for the Company's Shares at the time of Holder's exercise of this 
conversion right, the Fair Market Value per Share shall be the average of the   
closing bid and asked prices of the Shares quoted in the Over-The-Counter Market
Summary or the last reported sale price of the Common Stock or the closing price
quoted on the Nasdaq National Market, Nasdaq SmallCap Market or on any exchange 
on which the Shares are listed, whichever is applicable, as published in The    
Wall Street Journal for the five (5) trading days prior to the date of          
conversion.                                                                     

  (c)   ISSUANCE OF SHARES. This Warrant shall be deemed to have
been exercised or converted immediately prior to the close of business on the   
date of its surrender for exercise or conversion in accordance with SECTION 7(A)
or SECTION 7(B), and the person entitled to receive the Shares or other         
securities issuable upon such exercise shall be treated for all purposes as the 
holder of record of such securities as of the close of business on such date. As
promptly as practicable and in any event within fifteen (15) days after such    
date, the Company shall issue and deliver to the person or persons entitled to  
receive the same a certificate or certificates for the number of full shares of 
Common Stock or other security issuable upon such exercise, together with cash  
in lieu of any fraction of a share as provided above, and a Warrant in like     
tenor as this Warrant to purchase the number of Shares in respect of which this 
Warrant shall not have been exercised, converted or waived.                     

     8.   CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or the number or
type of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, the Company shall promptly deliver to Holder a certificate of an      
officer of the Company setting forth the nature of such adjustment and a brief  
statement of the facts requiring such adjustment.                               

     9.    REGISTRATION RIGHTS. Any Shares issued upon exercise or conversion of
this Warrant shall be deemed to be "Registrable Securities" as defined in that  
certain Registration Rights Agreement, dated as of December 3, 1999, by and     
among the Company, Adam Smith & Co. ("ASC") and the Stockholders listed therein,
as amended (the "RIGHTS AGREEMENT"), and shall be subject to all of the         
registration rights as set forth in the Rights Agreement.                       

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    10.    TRANSFER OF WARRANT. Any transfer of the Warrant by the Holder will
require an opinion of counsel reasonably acceptable to the Company stating that 
such transfer is exempt from the registration requirements of the Securities Act
of 1933; PROVIDED, HOWEVER, that no opinion of counsel will be required upon    
transfer of the Warrant to any of the Holder's "affiliates," as such term is    
defined by Rule 144 of the Securities Act of 1933, as amended (the "ACT");      
PROVIDED FURTHER, HOWEVER, that in the event of a transfer to the Holder's      
affiliates, (i) such transfer shall be limited to no more than ten such         
affiliates, each of whom must be an "accredited investor" as defined by Rule 215
of the Act, (ii) such affiliates must agree to be bound by the provisions of    
this Warrant, including but not limited to SECTION 11, and (iii) such affiliates
must agree to sign the Investment Representation Statement attached as          
ATTACHMENT C upon exercise or conversion of the Warrant. No such transfer shall 
be effective as against the Company until this Warrant shall have been          
surrendered to the Company along with transfer instructions duly executed by    
Holder. Within 15 days of the fulfillment of the foregoing requirements of this 
SECTION 10, the Company will issue to the transferee of this Warrant a new      
Warrant in like tenor for such number of Shares or other securities as this     
Warrant is then exercisable.                                                    

11.    MARKET STANDOFF AGREEMENT. Except when Holder is exercising its
registration rights as described in SECTION 9 of this Warrant (provided that    
Holder cannot exercise its "demand" registration rights set forth in Section 2.1
of the Rights Agreement from the date hereof until one year after the           
termination of the Merger Agreement), Holder agrees in connection with any      
registration of the Company's securities (other than a registration of debt     
securities, securities in a Rule 145 transaction or with respect to an employee 
benefit plan), upon notice by the Company or the underwriters managing any      
underwritten public offering of the Company's securities, not to sell, make any 
short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any   
option for the purchase of, or otherwise directly or indirectly dispose of this 
warrant or any Shares without the prior written consent of the Company and such 
managing underwriters for such period of time as the Board of Directors         
establishes pursuant to its good faith negotiations with such managing          
underwriters, which period shall not exceed 90 days. Holder hereby consents to  
the placement of stop transfer orders with the Company's transfer agent in order
to enforce the foregoing provision and agrees to enter into a market standoff   
agreement with such managing underwriters in customary form consistent with the 
provisions of this SECTION 11. This market standoff agreement shall be binding  
upon any transferee who receives, in a private transaction, this Warrant or any 
securities issued upon exercise hereof.                                         

   12.    RESTRICTIVE LEGENDS. Each certificate representing (i) the Shares,
and (ii) any other securities issued in respect of the Shares upon any stock    
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall be stamped or otherwise imprinted with legends in the following form (in  
addition to any legend required under applicable state securities laws):        

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR    
  INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     (THE "SECURITIES ACT"). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN 
OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY  
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
   REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT."

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"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET   
     STANDOFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY."                              

     13.    TERMINATION. This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate on the earlier of (a) the closing of the Merger
or (b) August 17, 2004.                                                         

 14.    MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of Delaware. The headings in this Warrant are for purposes of convenience 
of reference only, and shall not be deemed to constitute a part hereof. Neither 
this Warrant nor any term hereof may be changed, waived, discharged or          
terminated orally but only by an instrument in writing signed by the Company and
Holder. All notices and other communications from the Company to Holder shall be
delivered personally, sent by facsimile or mailed by overnight mail, first class
mail, postage prepaid, to the address furnished to the Company in writing by    
Holder who shall have furnished an address to the Company in writing. If        
delivered personally, such notice shall be deemed given upon the date delivered.
If sent by facsimile or overnight mail, such notice shall be deemed given one   
day after the facsimile or overnight mailing. If mailed by first class mail,    
postage prepaid, such notice shall be deemed given five days after deposit in   
the U.S. Mail.                                                                  

 MEDJET INC.
            a Delaware corporation

                                 -------------------------------------------
               By:      Eugene I. Gordon
                        Title:   Chairman of the Board and
             Chief Executive Officer

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ATTACHMENT A

NOTICE OF EXERCISE

TO:      MEDJET INC.                                                            

         1.     The undersigned hereby elects to purchase ____________ shares of
Common Stock of Medjet Inc. pursuant to the terms of the attached Warrant, and  
tenders herewith payment of the purchase price of such shares in full, together 
with all applicable transfer taxes, if any.                                     

     2.     Please issue a certificate or certificates representing said
shares of stock in the name of the undersigned or in such other name as is      
specified below:                                                                

                        --------------------------------------------
                          (Name)

                        --------------------------------------------
                         (Address)

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

  3.     The undersigned represents that the above shares of stock
are being acquired for the account of the undersigned for investment and not    
with a view to, or for resale in connection with, the distribution of such      
shares and that the undersigned has no present intention of distributing or     
reselling such shares. In support thereof, the undersigned has executed an      
Investment Representation Statement included herewith.                          

Date:                                                                           
-------------------------------                                       

                    VISX, INCORPORATED

     By:
                                          ----------------------------------
             Name:
              Title:
                                        Address: 3400 Central Expressway
                                                    Santa Clara, CA 95051-0703

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ATTACHMENT B

NOTICE OF CONVERSION

TO:      MEDJET INC.                                                            

1.     The undersigned hereby elects to convert its right to  
purchase __________ shares of Common Stock pursuant to the attached Warrant into
such number of shares of Common Stock of Medjet Inc. as is determined pursuant  
to SECTION 7(B) of such Warrant, which conversion shall be effected pursuant to 
the terms of the attached Warrant.                                              

     2.     Please issue a certificate or certificates representing said
shares of stock in the name of the undersigned or in such other name as is      
specified below:                                                                

                        --------------------------------------------
                          (Name)

                        --------------------------------------------
                         (Address)

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

  3.     The undersigned represents that the above shares of stock
are being acquired for the account of the undersigned for investment and not    
with a view to, or for resale in connection with, the distribution of such      
shares and that the undersigned has no present intention of distributing or     
reselling such shares. In support thereof, the undersigned has executed an      
Investment Representation Statement included herewith.                          

Date:                                                                           
--------------------------                                            

                  VISX, INCORPORATED

   By:
                                          ------------------------------------
           Name:
            Title:
                                       Address:  3400 Central Expressway
                                                    Santa Clara, CA 95051-0703

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ATTACHMENT C

 INVESTMENT REPRESENTATION STATEMENT

PURCHASER:        VISX, INCORPORATED                                            

COMPANY:          MEDJET INC.                                                   

SECURITY:         COMMON STOCK                                                  

AMOUNT:                                                                         

DATE:                                                                           

In connection with the purchase of the above-listed securities (the   
"SECURITIES"), I, the Purchaser, represent to the Company the following:        

    (a)   I am aware of the Company's business affairs and financial
condition, and have acquired sufficient information about the Company to reach  
an informed and knowledgeable decision to acquire the Securities. I am          
purchasing these Securities for my own account for investment purposes only and 
not with a view to, or for the resale in connection with, any "distribution"    
thereof for purposes of the Securities Act of 1933, as amended ("SECURITIES     
ACT").                                                                          

  (b)   I understand that the Securities will be issued with the
restrictive legends described in SECTION 12 of the Warrant and will be subject  
to the market standoff agreement described in SECTION 11 of the Warrant.        

   (c)   I understand that the Securities have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which 
exemption depends upon, among other things, the bona fide nature of my          
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission ("SEC"), the statutory basis 
for such exemption may be unavailable if my representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains 
period specified under tax statutes, for a deferred sale, for or until an       
increase or decrease in the market price of the Securities, or for a period of  
one year or any other fixed period in the future.                               

(d)   I further understand that the Securities must be held 
indefinitely unless subsequently registered under the Securities Act or unless  
an exemption from registration is otherwise available. Moreover, I understand   
that the Company is under no obligation to register the Securities, except as   
set forth in that certain Registration Rights Agreement, dated as of December 3,
1999, by and among the Company, Adam Smith & Co. ("ASC") and the Stockholders   
listed therein, as amended by the First Amendment to the Registration Rights    
Agreement, dated as of August __, 2001, by and among the Company, ASC, the      
Stockholders and the Holder and the Second Amendment to the Registration Rights 
Agreement, dated as of August __, 2001, by and between the Company and the      
Holder (collectively, the "RIGHTS AGREEMENT"). In addition, I understand that   
the certificate evidencing the Securities will be imprinted with a legend which 
prohibits the transfer of the Securities unless they are registered or such     
registration is not required in the opinion of counsel for the Company.         

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     (e)   I am aware of the provisions of Rule 144, promulgated under
the Securities Act, which, in substance, permits limited public resale of       
"RESTRICTED SECURITIES" acquired, directly or indirectly, from the issuer       
thereof (or from an affiliate of such issuer), in a non-public offering subject 
to the satisfaction of certain conditions. I understand that there can be no    
assurance that the such conditions will ever be satisfied.                      

  (f)   I further understand that at the time I wish to sell the
Securities there may be no public market upon which to make such a sale.        

(g)   I further understand that in the event all of the     
requirements of Rule 144 are not satisfied, registration under the Securities   
Act, compliance with Regulation A, or some other registration exemption will be 
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell       
private placement securities other than in a registered offering and otherwise  
than pursuant to Rule 144 will have a substantial burden of proof in            
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in    
such transactions do so at their own risk.                                      

Date:                                                                           
--------------------------                                            

                  VISX, INCORPORATED

   By:
                                        --------------------------------
             Name:
              Title:
                                        Address: 3400 Central Expressway
                                                    Santa Clara, CA 95051-0703

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                                                               EXHIBIT F

 CERTIFICATE OF MERGER

 MERGING

ORION ACQUISITION CORPORATION,
A DELAWARE CORPORATION

 WITH AND INTO

MEDJET INC.,
A DELAWARE CORPORATION

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

Pursuant to Section 251 of the General Corporation Law of the State of
Delaware (the "DCGL")                                                           

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

Medjet Inc., a Delaware corporation, does hereby certify as follows:  

    FIRST: That the name and state of incorporation of each of the constituent
corporations in the merger (the "MERGER") are Medjet Inc., a Delaware           
corporation, and Orion Acquisition Corp., a Delaware corporation and a          
wholly-owned subsidiary of VISX, Incorporated, a Delaware corporation ("VISX"). 

SECOND: That an Agreement and Plan of Merger and Reorganization (the  
"REORGANIZATION AGREEMENT"), dated as of August 17, 2001, among the constituent 
corporations and VISX has been approved, adopted, certified, executed and       
acknowledged by each of the constituent corporations in accordance with the     
requirements of Section 251 of the DGCL.                                        

    THIRD: The name of the surviving corporation in the Merger (the "SURVIVING
CORPORATION") shall be Medjet Inc.                                              

FOURTH: That at the effective time of the Merger, the Certificate of  
Incorporation of Medjet Inc. shall be amended to read in its entirety as set    
forth in EXHIBIT A hereto, and as so amended, shall be the Amended and Restated 
Certificate of Incorporation of the Surviving Corporation.                      

   FIFTH: An executed copy of the Reorganization Agreement is on file at the
principal place of business of the Surviving Corporation at the following       
address: 1090 King Georges Post Road, Suite 301, Edison, NJ 08837, Attention:   
Eugene I. Gordon.                                                               

   SIXTH: An executed copy of the Reorganization Agreement will be furnished
by the Surviving Corporation, on request and without cost, to any stockholder of
either constituent corporation.                                                 

SEVENTH: The Merger shall become effective upon the filing of this    
Certificate of Merger with the Secretary of State of the State of Delaware.     

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   IN WITNESS WHEREOF, the undersigned, for the purposes of effectuating the
merger of the constituent corporations, has caused this Certificate of Merger to
be duly executed.                                                               

Dated:                                                                          
---------------------------                                   

 MEDJET INC.

By:       
                                ------------------------------------
                                     Eugene I. Gordon, Chief Executive Officer

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                                                                   EXHIBIT G

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

 MEDJET INC.

1.    The name of the corporation is Medjet Inc.                      

2.    The address of the corporation's registered office in the State 
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New    
Castle County, Delaware 19801. The name of its registered agent at such address 
is The Corporation Trust Company.                                               

3.    The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation  
Law of Delaware.                                                                

4.    The corporation is authorized to issue one class of stock to be 
designated "Common Stock." The total number of shares of Common Stock the       
corporation shall have authority to issue is One thousand (1,000), par value of 
$0.001 per share.                                                               

5.    In furtherance and not in limitation of the powers conferred by 
statute, the Board of Directors of the corporation is expressly authorized to   
adopt, amend or repeal the Bylaws of the corporation.                           

6.    The election of directors need not be by written ballot.        

  7.    Limitation of Director's Liability and Indemnification of Officers
and Directors.                                                                  

     A.    LIMITATION OF DIRECTOR'S LIABILITY. To the fullest extent
permitted by the General Corporation Law of Delaware as the same exists or may  
hereafter be amended, a director of the corporation shall not be personally     
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.                                                   

B.     INDEMNIFICATION OF DIRECTORS AND OFFICERS. To the    
fullest extent permitted by applicable law, the corporation is authorized to    
provide indemnification of, and advancement of expenses to, directors, officers,
employees, other agents of the corporation and any other persons to which the   
General Corporation Law of Delaware permits the corporation to provide          
indemnification. This Section 7.B shall not be exclusive of any right to        
indemnification or advancement of expenses any such person may have under the   
Bylaws of the corporation, any agreement with the corporation or otherwise.     

C.      REPEAL OR MODIFICATION. Any repeal or modification    
of this Section 7, by amendment of such section or by operation of law, shall   
not adversely affect any right or protection of a director, officer, employee or
other agent of the corporation existing at the time of, or increase the         
liability of any such person with respect to any acts or omissions in their     
capacity as a director, officer, employee, or other agent of the corporation    
occurring prior to, such repeal or modification.                                

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                                                                     ANNEX B

 DELAWARE CODE
TITLE 8 CORPORATIONS
CHAPTER 1. GENERAL CORPORATION LAW
SUBCHAPTER IX. MERGER, CONSOLIDATION OR CONVERSION

SS.262. APPRAISAL RIGHTS.                                             

(a)    Any stockholder of a corporation of this State who holds shares
of stock on the date of the making of a demand pursuant to subsection (d) of    
this section with respect to such shares, who continuously holds such shares    
through the effective date of the merger or consolidation, who has otherwise    
complied with subsection (d) of this section and who has neither voted in favor 
of the merger or consolidation nor consented thereto in writing pursuant to     
ss.228 of this title shall be entitled to an appraisal by the Court of Chancery 
of the fair value of the stockholder's shares of stock under the circumstances  
described in subsections (b) and (c) of this section. As used in this section,  
the word "stockholder" means a holder of record of stock in a stock corporation 
and also a member of record of a nonstock corporation; the words "stock" and    
"share" mean and include what is ordinarily meant by those words and also       
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a       
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository. 

(b)    Appraisal rights shall be available for the shares of any class
or series of stock of a constituent corporation in a merger or consolidation to 
be effected pursuant to ss.251 (other than a merger effected pursuant to        
ss.251(g) of this title), ss.252, ss.254, ss.257, ss.258, ss.263 or ss.264 of   
this title:                                                                     

 (1)    Provided, however, that no appraisal rights under this
section shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed to   
determine the stockholders entitled to receive notice of and to vote at the     
meeting of stockholders to act upon the agreement of merger or consolidation,   
were either (i) listed on a national securities exchange or designated as a     
national market system security on an interdealer quotation system by the       
National Association of Securities Dealers, Inc. or (ii) held of record by more 
than 2,000 holders; and further provided that no appraisal rights shall be      
available for any shares of stock of the constituent corporation surviving a    
merger if the merger did not require for its approval the vote of the           
stockholders of the surviving corporation as provided in subsection (f) of      
ss.251 of this title.                                                           

      (2)    Notwithstanding paragraph (1) of this subsection, appraisal
rights under this section shall be available for the shares of any class or     
series of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to ss.ss.251,  
252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything 
except:                                                                         

        a.     Shares of stock of the corporation surviving or
resulting from such merger or consolidation, or depository receipts in respect  
thereof;                                                                        

               b.     Shares of stock of any other corporation or depository
receipts in respect thereof, which shares of stock (or depository receipts in   
respect thereof) or depository receipts at the effective date of the merger or  
consolidation will be either listed on a national securities exchange or        
designated as a national market system security on an interdealer quotation     
system by the National Association of Securities Dealers, Inc. or held of record
by more than 2,000 holders;                                                     

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        c.     Cash in lieu of fractional shares or fractional
depository receipts described in the foregoing subparagraphs a. and b. of this  
paragraph; or                                                                   

           d.     Any combination of the shares of stock, depository
receipts and cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this paragraph.       

 (3)    In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under ss.253 of this title is not owned  
by the parent corporation immediately prior to the merger, appraisal rights     
shall be available for the shares of the subsidiary Delaware corporation.       

(c)   Any corporation may provide in its certificate of incorporation 
that appraisal rights under this section shall be available for the shares of   
any class or series of its stock as a result of an amendment to its certificate 
of incorporation, any merger or consolidation in which the corporation is a     
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d)   Appraisal rights shall be perfected as follows:                 

    (1)    If a proposed merger or consolidation for which appraisal
rights are provided under this section is to be submitted for approval at a     
meeting of stockholders, the corporation, not less than 20 days prior to the    
meeting, shall notify each of its stockholders who was such on the record date  
for such meeting with respect to shares for which appraisal rights are available
pursuant to subsection (b) or (c) hereof that appraisal rights are available for
any or all of the shares of the constituent corporations, and shall include in  
such notice a copy of this section. Each stockholder electing to demand the     
appraisal of such stockholder's shares shall deliver to the corporation, before 
the taking of the vote on the merger or consolidation, a written demand for     
appraisal of such stockholder's shares. Such demand will be sufficient if it    
reasonably informs the corporation of the identity of the stockholder and that  
the stockholder intends thereby to demand the appraisal of such stockholder's   
shares. A proxy or vote against the merger or consolidation shall not constitute
such a demand. A stockholder electing to take such action must do so by a       
separate written demand as herein provided. Within 10 days after the effective  
date of such merger or consolidation, the surviving or resulting corporation    
shall notify each stockholder of each constituent corporation who has complied  
with this subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become effective;
or                                                                              

  (2)    If the merger or consolidation was approved pursuant to
ss.228 or ss.253 of this title, then, either a constituent corporation before   
the effective date of the merger or consolidation, or the surviving or resulting
corporation within ten days thereafter, shall notify each of the holders of any 
class or series of stock of such constituent corporation who are entitled to    
appraisal rights of the approval of the merger or consolidation and that        
appraisal rights are available for any or all shares of such class or series of 
stock of such constituent corporation, and shall include in such notice a copy  
of this section. Such notice may, and, if given on or after the effective date  
of the merger or consolidation, shall, also notify such stockholders of the     
effective date of the merger or consolidation. Any stockholder entitled to      
appraisal rights may, within 20 days after the date of mailing of such notice,  
demand in writing from the surviving or resulting corporation the appraisal of  
such holder's shares. Such demand will be sufficient if it reasonably informs   
the corporation of the identity of the stockholder and that the stockholder     
intends thereby to demand the appraisal of such holder's shares. If such notice 
did not notify stockholders of the effective date of the merger or              
consolidation, either (i) each such constituent corporation shall send a second 
notice before the effective date of the merger or consolidation notifying each  
of the holders of any                                                           

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class or series of stock of such constituent corporation that are entitled to   
appraisal rights of the effective date of the merger or consolidation or (ii)   
the surviving or resulting corporation shall send such a second notice to all   
such holders on or within 10 days after such effective date; provided, however, 
that if such second notice is sent more than 20 days following the sending of   
the first notice, such second notice need only be sent to each stockholder who  
is entitled to appraisal rights and who has demanded appraisal of such holder's 
shares in accordance with this subsection. An affidavit of the secretary or     
assistant secretary or of the transfer agent of the corporation that is required
to give either notice that such notice has been given shall, in the absence of  
fraud, be prima facie evidence of the facts stated therein. For purposes of     
determining the stockholders entitled to receive either notice, each constituent
corporation may fix, in advance, a record date that shall be not more than 10   
days prior to the date the notice is given, provided, that if the notice is     
given on or after the effective date of the merger or consolidation, the record 
date shall be such effective date. If no record date is fixed and the notice is 
given prior to the effective date, the record date shall be the close of        
business on the day next preceding the day on which the notice is given.        

(e)  Within 120 days after the effective date of the merger or        
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of   
the merger or consolidation, any stockholder who has complied with the          
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the    
period for delivery of demands for appraisal under subsection (d) hereof,       
whichever is later.                                                             

(f)  Upon the filing of any such petition by a stockholder, service   
of a copy thereof shall be made upon the surviving or resulting corporation,    
which shall within 20 days after such service file in the office of the Register
in Chancery in which the petition was filed a duly verified list containing the 
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall be borne by the     
surviving or resulting corporation.                                             

(g)    At the hearing on such petition, the Court shall determine the 
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

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 (h)    After determining the stockholders entitled to an appraisal, the
Court shall appraise the shares, determining their fair value exclusive of any  
element of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted    
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally          
determined that such stockholder is not entitled to appraisal rights under this 
section.                                                                        

(i)    The Court shall direct the payment of the fair value of the    
shares, together with interest, if any, by the surviving or resulting           
corporation to the stockholders entitled thereto. Interest may be simple or     
compound, as the Court may direct. Payment shall be so made to each such        
stockholder, in the case of holders of uncertificated stock forthwith, and the  
case of holders of shares represented by certificates upon the surrender to the 
corporation of the certificates representing such stock. The Court's decree may 
be enforced as other decrees in the Court of Chancery may be enforced, whether  
such surviving or resulting corporation be a corporation of this State or of any
state.                                                                          

(j)    The costs of the proceeding may be determined by the Court and 
taxed upon the parties as the Court deems equitable in the circumstances. Upon  
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

(k)    From and after the effective date of the merger or             
consolidation, no stockholder who has demanded appraisal rights as provided in  
subsection (d) of this section shall be entitled to vote such stock for any     
purpose or to receive payment of dividends or other distributions on the stock  
(except dividends or other distributions payable to stockholders of record at a 
date which is prior to the effective date of the merger or consolidation);      
provided, however, that if no petition for an appraisal shall be filed within   
the time provided in subsection (e) of this section, or if such stockholder     
shall deliver to the surviving or resulting corporation a written withdrawal of 
such stockholder's demand for an appraisal and an acceptance of the merger or   
consolidation, either within 60 days after the effective date of the merger or  
consolidation as provided in subsection (e) of this section or thereafter with  
the written approval of the corporation, then the right of such stockholder to  
an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding
in the Court of Chancery shall be dismissed as to any stockholder without the   
approval of the Court, and such approval may be conditioned upon such terms as  
the Court deems just.                                                           

(l)    The shares of the surviving or resulting corporation to which  
the shares of such objecting stockholders would have been converted had they    
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

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                                                                       ANNEX C

 MEDJET INC.

 FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 CHARTER

I.       PURPOSE                                                                

        The Finance and Audit Committee shall assist the Board of Directors in
fulfilling its oversight responsibility relating to corporate accounting,       
reporting practices of the Corporation and the quality and integrity of the     
financial reports of the Corporation. The Finance and Audit Committee's primary 
duties and responsibilities are to:                                             

   o    Oversee that management has maintained the reliability and
              integrity of the accounting policies and financial reporting and
disclosure practices of the Corporation.          

         o    Oversee that management has established and maintained processes
      to assure that an adequate system of internal control is
functioning with the Corporation.                 

         o    Oversee that management has established and maintained processes
               to assure compliance by the Corporation with all applicable laws,
regulations and corporate policy.                 

The Finance and Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.           

II.      COMPOSITION                                                            

    The Finance and Audit Committee shall be appointed by the Board of
Directors and shall be comprised of at least two directors, each of whom shall  
be an independent director, and free from any relationship that, in the opinion 
of the Board, would interfere with the exercise of his or her independent       
judgment as a member of the Finance and Audit Committee. All members of the     
Finance and Audit Committee shall be able to read and understand basic financial
statements, or will become able to do so within a reasonable period of time     
after his or her appointment to the Finance and Audit Committee.                

III.     MEETINGS                                                               

         The Finance and Audit Committee will establish its meeting schedule. As
part of its job to foster open communication, the Finance and Audit Committee   
should meet at least annually with management and the independent accountants   
separately to discuss any matters that the Finance and Audit Committee or either
of these groups believe should be discussed privately. In addition, the Finance 
and Audit Committee or at least its Chairperson should meet with the independent
accountants and management quarterly to review the Corporation's financials.    

IV.      RESPONSIBILITIES AND DUTIES                                            

      To fulfill its responsibilities and duties, in addition to following
such other procedures as it deems appropriate, the Finance and Audit Committee  
shall:                                                                          

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1.       Review and reassess, at least annually, the adequacy of this Charter,  
  and make recommendations to the Board, as conditions dictate, to
update this Charter.                                          

2.       Review with management and the independent  accountants the            
        Corporation's annual financial statements, including a discussion with
        the independent accountants of the matters required to be discussed by
Statement of Auditing Standards No. 61 ("SAS No. 61").        

3.       Review with management and the independent accountants the Form        
 10-QSB prior to its filing or prior to the release of earnings,
        including a discussion with the independent accountants of the matters
        required to be discussed by SAS No. 61. The Chairperson of the Finance
and Audit Committee may represent the entire Finance and Audit
Committee for purposes of this review.                        

4.       Review the performance of the independent accountants and make         
       recommendations to the Board regarding the appointment or termination
     of the independent accountants. On an annual basis, the Finance and
    Audit Committee should review and discuss with the accountants all
        significant relationships the accountants have with the Corporation to
determine the accountants' independence.                      

5.       Oversee independence of the accountants by:                            

     o     receiving from the accountants, on a periodic basis, a formal
         written statement delineating all relationships between the
          accountants and the Corporation consistent with Independence
    Standards Board Standard No. 1 ("ISB Standard No. 1");

       o    reviewing, and actively discussing with the Board, if necessary,
     and the accountants, on a periodic basis, any disclosed
       relationships or services between the accountants and the
               Corporation or any other disclosed relationships or services that
             may impact the objectivity and independence of the accountants;
and                                               

        o    recommending, if necessary, that the Board take certain action to
satisfy itself of the auditor's independence.     

6.       Discuss with the independent accountants and management, the adequacy  
of the Corporation's internal controls.                       

7.       Review any significant  disagreement  among  management and the        
    independent  accountants in connection with the preparation of the
financial statements.                                         

 * * * *
                                Adopted October 26, 2001

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PROXY                           MEDJET INC.                                     

 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2002

 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned stockholder(s) of Medjet Inc., a Delaware corporation, hereby   
revoke(s) all prior proxies and appoint(s) Eugene I. Gordon, Ph.D. and Cheryl A.
Blake, 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 Convertible 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 1090 King Georges Post Road, Suite 307, Edison, New Jersey
08837, on Wednesday, June 5, 2002, at 10:00 a.m. and at any and all adjournments
and postponements thereof, on all matters set forth on the reverse side:        

 PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE 

 (Continued, and to be signed and dated, on the reverse side.)

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                     VOTE BY PHONE: 1-800-690-6903
MEDJET INC.                         Use any touch-tone telephone to transmit    
C/O PROXY SERVICES                  your voting instructions.  Have your proxy  
P.O. BOX 9141                       card in hand when you call.  You will be    
FARMINGDALE, NY 11735               prompted to enter your 12-digit Control     
                              Number which is located below and then
                               follow the simple instructions the Vote
           Voice provides you.

                               VOTE BY INTERNET: WWW.PROXYVOTE.COM Use
                            the Internet to transmit your voting
                             instructions. Have your proxy card in
                              hand when you access the web site. You
                               will be prompted to enter your 12-digit
                                Control Number which is located below to
                         obtain your records and create an
                           electronic voting instruction form.

                             VOTE BY MAIL Mark, sign and date your
                       proxy card and return it in the
                               postage-paid envelope we've provided or
                         return to MEDJET INC. c/o ADP, 51
                         Mercedes Way, Edgewood, NY 11717.

MEDJET INC.                                                                     

THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2                              

VOTE ON PROPOSALS                                                               

1.  ELECTION OF DIRECTORS                                                       

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

2.  PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER AND          
   REORGANIZATION BY AND AMONG VISX, INCORPORATED, ORION ACQUISITION CORP. AND
   MEDJET INC. AND THE TRANSACTIONS CONTEMPLATED THEREBY, AS MORE PARTICULARLY
DESCRIBED IN THE PROXY STATEMENT.                                       

FOR [ ]                   AGAINST [ ]                        ABSTAIN [ ]

The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS    
MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other matters properly 
come before the meeting, or if cumulative voting is required, the person named  
in this proxy will vote in their discretion.                                    

Dated                                                                           
-------------------, 2002                                           

-----------------------------------------     --------------------------------  
Signature                                      Signature

Please sign the Proxy exactly as the 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.                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
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		3/26/03		53
		3/15/03		24		35
		1/10/03		53
		12/31/02		53					10KSB,  5
		8/17/02		10		91
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Filed on:		5/2/02							10KSB/A
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		12/31/01		22		54			10KSB,  10KSB/A
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		8/17/01		2		134			8-K
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		5/25/01		83
		3/31/01		37		68			10-Q
		3/14/01		28
		2/27/01		28
		2/5/01		27
		12/31/00		24		72			10KSB,  NT 10-K
		11/27/00		27
		9/7/00		27
		1/21/00		27
		12/31/99		24					10KSB
		12/3/99		47		132
		1/1/99		67
		12/1/96		27
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