PROXY STATEMENT

FOR

Annual Meeting of Stockholders
To Be Held on November 19, 1998

         This proxy statement and the accompanying  form of proxy were mailed on
November 7, 1998 to the  stockholders  of record on October 1, 1998 of RADIATION
DISPOSAL  SYSTEMS,  INC.  (the  "Company"),  a North  Carolina  corporation,  in
connection  with the  solicitation  of proxies by the Board of  Directors of the
Company  for use at the Annual  Meeting to be held at 10:00 a.m.,  on  Thursday,
November 19, 1998, at the offices of First  Dominion  Financial  Group,  N.A. of
Frost National Bank Plaza, 816 Congress Avenue, Suite 1100, Austin, Texas 78701,
and at any adjournment thereof.

Proposals By Stockholders Must
Be Received Pursuant To This Section

         Any and all proposals of security  holders  intended to be presented at
the next annual  meeting of the Company,  must be received by the Company at its
principal  executive  offices  located  at 1104  Nueces  Street,  Austin,  Texas
78701-2128, on or prior to November 16, 1998.

SOLICITATION, VOTNG AND REVOCABILITY OF PROXIES

         Shares of the Company's  common  stock,  par value $.001 per share (the
"Common Stock") represented by an effective proxy in the accompanying form will,
unless  contrary  instructions  are specified in the proxy, be voted FOR (i) the
election  of the  two  (2)  persons  nominated  by the  Board  of  Directors  as
Directors; (ii) the proposal to amend the Company's Certificate of Incorporation
to increase the  authorized  number of shares of Common Stock from 20 million to
50  million;   (iii)  the  proposal  to  amend  the  Company's   Certificate  of
Incorporation  to effect a change of the Company's name from RADIATION  DISPOSAL
SYSTEMS, INC. to THE SAINT JAMES COMPANY; (iv) the proposal to reverse split the
Company's  outstanding  shaares of Common Stock on a 1 for 20 basis (1 new share
for every 20 shares presently owned); and (v) the proposal to authorize a change
of hte  Company's  domicile  (state of  incorporation)  from North  Carolina  to
Delaware.

         Any such  proxy  may be  revoked  at any time  before  it is  voted.  A
stockholder  may revoke this proxy by  notifying  the  Secretary  of the Company
either in  writing  prior to the  Annual  Meeting  or in  person  at the  Annual
Meeting,  by  submitting a proxy  bearing a later date or by voting in person at
the Annual Meeting.  An affirmative  vote of a plurality of the shares of Common
Stock,  present in person or  represented  by proxy,  at the Annual  Meeting and
entitled  to vote  thereon is  required to elect the  Directors.  A  stockholder
voting through a proxy who abstains with respect to the election of Directors is
considered  to be present and  entitled to vote on the  election of Directors at
the meeting,  and is in effect a negative vote,  but a stockholder  (including a
broker) who does not give authority to a proxy to vote, or witholds authority to
vote, on the election of Directors shall not be considered  present and entitled
to vote on the election of Directors.  A stockholder  voting through a proxy who
abstains with respect to approval of any other matter to come before the meeting
is considered to be present and entitled to vote on that matter and is in effect
a  negative  vote,  but a  stockholder  (including  a broker)  who does not give
authority to a proxy to vote, or withholds authority to vote, on any such matter
shall not be considered present and entitled to vote thereon.

         The Company will bear the cost of the  solicitatioin  of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain  Directors to solicit  proxies from  stockholders in person
and by  mail,  telegram,  and  telephone.  Arrangements  may  also be made  with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial  owners of the Company's  Common Stock held
of record by such  persons,  and the Company may reimburse  them for  reasonable
out-of-pocket expenses incurred by them in so doing.

<PAGE>

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 accompanies this proxy statement. The principal executive office of the
Company  are  located at 1104  Nueces  Street,  Austing,  Teas  78701-2128,  the
Company's telephone number is (512)671-3858.

Independent Public Accountants

         Because of its extremely weak financial condition,  the Company did not
include audited financial statements in its filing of this Form 10-K because the
estimated  expense of such  compliance  with the Securities and Exchange of 1934
would  exhaust the  Company's  remaining  financial  resources.  The Company has
included financial  statements in this Form 10-K which were generated internally
and are  unaudited.  If the Company  had had the  financial  resources,  Cherry,
Bekaert and Holland,  the principal  accountants in the prior years,  would have
been asked to issue a Report of independent Certificate.

         The principal  accountant's report on the financial  statements for the
year ended  December 32, 1990,  the last year for which a Report of  Independent
Certified Public Accountants was issued, contained a qualified opinion as to the
uncertainty that the Company will contineu as a going concern.

         The Company and the principal  accountant have had no  disagreements on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure,  or auditing scope or procedure  involved with the registrants's two
most recent fiscal years and all subsequent interim periods.

         The Company has not engaged another principal accountant.

VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

         The securities  entitle to vote at the meeting are the Company's Common
Stock,  $.001 par value per share.  The  presence,  in person or by proxy,  of a
majority of shares  entitled to vote will  constitute  a quorum for the meeting.
Each  share of Common  Stock  entitles  its  holder  to one vote on each  matter
submitted  to  stockholders.  The close of  business on October 1, 1998 has been
fixed as the record  date for the  determination  of  stockholdres  entitled  to
notice of and to vote at the meeting and any adjournment  thereof. At that date,
19,977,495  shares of Common  Stock  were  outstanding.  Voting of the shares of
Common Stock is on a non-cumulative basis.

         The  following  table sets forth certain  information  as of October 1,
1998 with  respect to the  benefical  ownership of Common Stock held by (i) each
person  known by the  Company  to be the owner of 5% or more of the  outstanding
Common Stock; (ii) by each Director; and (iii) by all Officers and Directors for
the previous  year as a group.  Each named  benefical  owner has sole voting and
investment power with respect to the shares of Common Stock listed:

Title of   Name & Address                  Amount & Nature          Percentage
Class      of Benefical Owner          of Benefical Ownership(1)   of  Class (2)
--------   ------------------          -------------------------   -------------
Common     JonRuco Company                    5,000,000               25.0028%
Stock      8309 Priest River Drive
           Round Rock, Texas 78681

Common     Wayne Gronquist, Trustee           5,000,000               25.0028%
Stock      1104 Nueces Street
           Austin, Texas 78701-2128

Common     Manuel E. Kane                       200,000                1.0011%
Stock      4252 Woodglen Lane
           Charlotte, NC 28226

<PAGE>

Common     Albert D. Kane                       200,000                1.0011%
Stock      391 Hartshorn Drive
           Short Hills, NJ 07078

           All directors and officers           400,000
           as a group (2 persons)

Common     Steven M. Kane                     2,015,100               10.0868%
Stock      4013 Walnut Clay Road
           Austin, TX 78731-3934


Common     Seth M. Kane                       1,245,050                6.2322%
Stock      23 Circle Drive
           Belmont, NC 28012

Common     Ross A. Kane                       1,245,050                6.2322%
           6115 Hickory Forest Drive
           Charlotte, NC 28277

           Total                                                      74.559%

(1) All of the shares shown are held by individuals or entities  possessing sole
voting and investment power with respect to such shares.

(2) The "percentage  Benefically Owned" is calculated by dividing the "Number of
Shares  Benefically  Owned" by the sum of the total outstanding shares of Common
Stock of the Company.

Certain Reports

No person who, during the year ended December 31, 1997, was a director,  officer
or  beneficial  owner of more than ten  percent of the  Company's  Common  Stock
(which is the only class of securities of the Company  registered  under Section
12 of the  Securities  Exchange Act of 1934 (the "Act") (a "Reporting  Person"),
failed to file on a timely  basis,  eports  required  by  Section  16 of the Act
during the most recent fiscal year or prior years.

RECENT DEVELOPMENTS

         On September 21, 1998,  the Company's  Board of Directors  approved the
trade of 10,000,000 shares of Radiation Disposal Systems, Inc. for the 1,000,000
authorized shares of Asset Technology International, Inc. On such date Manuel E.
Kane resigned as President, Principal Executive Officer, Principal Financial and
Accounting  Officer,  Treasurer and Director and Rudy De La Garza was elected as
director by Albert D. Kane the sole  remaining  director of the Company,  untile
his successor is elected, to fill the vacancy on the board resulting from Manuel
E. Kane's  resignation.  On such day Albert D. Kane  resigned as Chairman of the
Board,  Secretary  and Director and Wayne  Gronquist  was elected as director by
Rudy De La  Garza,  the sole  remaining  director  of the  Company,  untile  his
successor is elected,  to fill the vacancy on the board resulting form Albert D.
Kane's  resignation.  Rudy De La Garza was elected by the Board as Presient  and
Chief  Executive  Officer of the Company and Wayne  Gronquist was elected by the
Board to the offices of Executive Vice Presient and Secretary.  The resignations
of  Manuel  E.  Kane  and  Albert  D.  Kane as  directors  and  officers  of the
controlling  interest  in the  company to the two single  shareholders  of Asset
Technology International,  Inc., namely, the JonRuco Company and Wayne Gonquist,
Trustee both owning equal shares of Asset Technology  International,  Inc. prior
to the trade.

<PAGE>

         It is expected that the following will be considered at the meeting and
action taken thereon:

         I. ELECTION OF DIRECTORS

         The Board of Directors  currently  consists of two members  elected for
the remainder of a term of one year and until their  successors are duly elected
and qualified.

         An  affirmative  vote of a  plurality  of the  shares of Common  Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote  thereon is required to elect the  Directors.  All proxies  received by the
Baord of  Directors  will be voted for the election as Directors of the nominees
listed below if no direction to the contrary is given.  In the event any nominee
is unable to serve,  the proxy solicited  hereby may be voted, in the discretion
of the proxies,  for the election of another  person of his stead.  The Board of
Directors knows of no reason to anticipate this will occur.

         The  following   table  sets  forth  as  of  October  1,  1998  certain
information with respect to the as Directors of the Company:

Name                    Age                       Position
----------------        ---     ------------------------------------------------
Rudy De La Garza        52      President, Chief Executive Officer, and Director

Wayne Gronquist         57      Executive Vice President, Secretary and Director

         Rudy De La Garza has over 25 years experience in corporate  structuring
and  management for both private and publicly held  companies.  During this time
Mr. De La Garza performed duties as CEO, president and board director. From 1993
to  present  Mr. De La Garza has  devoted  his  efforts  and time to  consulting
Publicly held companies who have lost their business and market value. Mr. De La
Garza  restructures  the  public  company  as to  recreate  the  shell in a more
favorable form for presentation to an emerging private company with net tangible
assets.

         Wayne  Gronquist  has 26 years  experience  as  corporate  counsel  and
advisor for private and publicly held  corporations,  both domestic and foreign.
During this period Mr.  Wayne  Gronquist  has focused his  practice on corporate
structuring, business, financial, family and estate planning.

         As permitted under the North Carolina  Business  Corporations  Law, the
Company's Certificate of Incorporation  eliminates the personal liability of the
Directors to the Company or any of its  shareholders for damages for breaches of
their  fiduciary  duties  as  Directors.  As a result of the  inclusion  of such
provision,  stockholders may be unable to recover damages against  Directors for
negligent  or  grossly  negligent  actions  which  Directors  may  take  or  for
Directors'  actions which violate their fiduciary duties.  The inclusion of this
provision  in  the  Company's   Certificate  of  Incorporation  may  reduce  the
likelihood  of  derivative  litigation  against  Directors  and  other  types of
shareholder litigation.

Board Meetings, Committees, and Compensation

         During the year ended  December 31,  1997,  no meetings of the Board of
Directors were held. The Company does not pay its Directors for their attendance
at meetings of the Board of Directors and committee  meetings.  The Company does
not have standing audit, nominating, nor compensation committees of the Board of
Directors, nor any other such committee performing similar functions.