SETTLEMENT AGREEMENT

     THIS  AGREEMENT  made this 28 day of January,  2000, by and between  Medjet
Inc. ("Medjet"),  Eugene I. Gordon ("Gordon"), Adam Smith & Company, Inc. ("Adam
Smith") and the  investors  whose names are set forth on the  signature  page(s)
hereof (individually, an "Investor" and collectively, the "Investors").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Medjet and the Investors  entered into a  Subscription  Agreement
dated as of December 3, 1999 (the  "Subscription  Agreement")  pursuant to which
the  Investors  purchased  an aggregate  of 16,000  shares of Medjet's  Series B
Convertible  Preferred  Stock, par value $.01 per share (the "Series B Preferred
Stock"),  and 1,600,000  five-year  warrants,  each  exercisable to purchase one
share of the Company's  Common Stock,  par value $.001 per share (the "Purchased
Warrants",  and  collectively  with the Series B Preferred Stock, the "Purchased
Securities"), for an aggregate purchase price of $2,000,000; and

     WHEREAS,  Gordon,  the principal  shareholder  of Medjet,  has executed and
delivered  to the  Investors  a letter  agreement  dated  December  3, 1999 (the
"Letter  Agreement")  related to the NJIT  Litigation  (as defined in the Letter
Agreement) and,  concurrently  therewith,  the Investors and Gordon entered into
Joint  Escrow   Instructions   dated   December  3,  1999  (the  "Joint   Escrow
Instructions")  with Hahn & Hessen  LLP,  as escrow  holder  ("Escrow  Holder"),
pursuant to which Gordon deposited  500,000 shares of Common Stock ( the "Escrow
Shares") into escrow;

     WHEREAS, Medjet and Adam Smith entered into an Investment Banking Agreement
dated as of December 3, 1999 (the "Investment  Banking  Agreement")  pursuant to
which  Medjet  issued to Adam  Smith as  compensation  500,000  warrants  (the "
Investment Banking Warrants");

     WHEREAS,  Medjet and Alcon  Universal  Ltd.  ("Alcon")  were  parties to an
Exclusive  License  Agreement,  dated  July 22,  1998,  as amended  (the  "Alcon
Agreement"); and

     WHEREAS, Alcon has terminated the Alcon Agreement;

     WHEREAS,  Medjet  and the  Investors  have  decided to settle any actual or
potential  claims that the Investors may have against Medjet in connection  with
the  acquisition by the Investors of the Purchased  Securities that relate to or
arise out of the termination of the Alcon Agreement (the "Alcon Claims"); and

     WHEREAS, Medjet and the Investors wish to rescind, on a pro rata basis, the
purchase  of 5,600  shares of Series B  Preferred  Stock and  560,000  Purchased
Warrants; and


<PAGE>

     WHEREAS,  Medjet and Adam Smith wish to terminate  the  Investment  Banking
Agreement and have agreed to reduce to 325,000 the number of Investment  Banking
Warrants, which remaining warrants represent consideration for services rendered
to the date hereof and for the agreement  hereunder to early  termination of the
Investment Banking Agreement; and

     WHEREAS,  Gordon and the Investors  wish to terminate the Letter  Agreement
and the Joint Escrow Instructions; and

     WHEREAS,  Medjet,  Gordon, Adam Smith and the Investors wish to enter into,
and duly execute,  the  settlement  agreement and mutual  releases  provided for
herein;

     NOW, THEREFORE,  for $1.00 and other good and valuable  consideration,  the
receipt and adequacy of which is hereby acknowledged, Medjet, Gordon, Adam Smith
and the Investors agree as follows:

     A. RESCISSION; TERMINATION:
        ------------------------

     1. (a) Medjet and the Investors  agree to rescind,  on a pro rata basis (as
set forth opposite each  Investor's  name on the signature  pages  hereof),  the
purchase  of 5,600  shares of Series B  Preferred  Stock and  560,000  Purchased
Warrants  (the  "Rescission"),  effective  on January 24, 2000 (the  "Rescission
Date").

        (b) On the  Rescission  Date,  (i) each Investor shall deliver to Medjet
the  certificate or  certificates  for the Series B Preferred Stock purchased by
such  Investor  and  the  warrants  for  Purchased  Warrants  purchased  by such
Investor,  (ii) Medjet shall issue and deliver to each Investor a certificate or
certificates for such Investor's portion of the Series B Preferred Stock that is
not subject to rescission  hereunder and warrants for such Investor's portion of
the Purchased  Warrants that is not subject to rescission  hereunder,  and (iii)
Medjet shall  deliver to each  Investor or its  designee by wire  transfer to an
account  designated by such  Investor,  an amount equal to the purchase price of
the rescinded portion of the Purchased Securities purchased by such Investor, as
set forth opposite such Investor's name on the signature pages hereof.

     2. (a)  Medjet and Adam  Smith  hereby  terminate  the  Investment  Banking
Agreement,  and Gordon and the Investors  hereby  terminate the Letter Agreement
and the Joint Escrow Instructions (collectively,  the "Termination"),  effective
on the Rescission Date.

        (b) On the  Rescission  Date, (i) Adam Smith shall deliver to Medjet the
warrants for 500,000 Investment Banking Warrants and (ii) Medjet shall issue and
deliver to Adam Smith warrants for 325,000 Investment Banking Warrants

     3. (a) On the  Rescission  Date,  the Escrow Holder shall deliver to Gordon
the Escrow  Shares.  The  Investors and Gordon  hereby  expressly  authorize and
direct the Escrow  Holder to deliver  the Escrow  Shares to Gordon  concurrently
with the  consummation  of the  Rescission and  Termination.  Effective upon the
delivery of the Escrow  Shares,  the Escrow


<PAGE>

Holder is released  from any and all  liability  arising  from its  execution or
performance of the Escrow Instruction Letter.

     B. MUTUAL SPECIAL RELEASES
        -----------------------

     1.  Except  with  respect  to the terms and  conditions  contained  in this
Agreement,  each  Investor,  as  "Investor  Releasor",  hereby fully and forever
releases, remises, acquits and discharges Medjet, and all of Medjet's directors,
officers, shareholders, employees, servants, parents, subsidiaries,  affiliates,
divisions, attorneys, insurers, assigns, successors, agents and representatives,
past and  present,  and any and all  persons  acting  by,  through,  under or in
concert  with  them,  as  "Medjet  Releasees",  of and from any and all  claims,
demands,  actions,  causes of action,  debts,  liabilities,  rights,  contracts,
obligations,  duties,  damages,  costs,  expenses  or losses,  of every kind and
nature  whatsoever,  whether  at this time  known or  suspected,  or  unknown or
unsuspected,  in law, equity or otherwise which such Investor Releasor ever had,
now has, or may now have,  against  Medjet  Releasees  arising out of,  under or
related to the Alcon Claims.

     2.  Except  with  respect  to the terms and  conditions  contained  in this
Agreement,  Medjet,  as "Medjet  Releasor",  hereby fully and forever  releases,
remises,  acquits  and  discharges  each  Investor,  and all of such  Investor's
respective assigns,  successors,  heirs, executors,  administrators,  directors,
officers,  shareholders,  partners, employees,  servants, parents, subsidiaries,
affiliates,  divisions,  attorneys,  insurers, assigns,  successors,  agents and
representatives,  past and present,  and any and all persons acting by, through,
under or in concert with them, as "Investor Releasees",  of and from any and all
claims,  demands,  actions,  causes  of  action,  debts,  liabilities,   rights,
contracts,  obligations,  duties,  damages,  costs, expenses or losses, of every
kind and nature whatsoever,  whether at this time known or suspected, or unknown
or unsuspected, in law, equity or otherwise which Medjet Releasors ever had, now
has,  or may now have,  against  Investor  Releasees  arising  out of,  under or
related to the Alcon Claims.

     3.  Except  with  respect  to the terms and  conditions  contained  in this
Agreement,  Adam  Smith,  as "Adam  Smith  Releasor",  hereby  fully and forever
releases, remises, acquits and discharges Medjet, and all of Medjet's directors,
officers, shareholders, employees, servants, parents, subsidiaries,  affiliates,
divisions, attorneys, insurers, assigns, successors, agents and representatives,
past and  present,  and any and all  persons  acting  by,  through,  under or in
concert  with  them,  as  "Medjet  Releasees",  of and from any and all  claims,
demands,  actions,  causes of action,  debts,  liabilities,  rights,  contracts,
obligations,  duties,  damages,  costs,  expenses  or losses,  of every kind and
nature  whatsoever,  whether  at this time  known or  suspected,  or  unknown or
unsuspected, in law, equity or otherwise which Adam Smith Releasor ever had, now
has, or may now have,  against Medjet Releasees arising out of, under or related
to the Investment Banking Agreement.

     4.  Except  with  respect  to the terms and  conditions  contained  in this
Agreement,  Medjet,  as "Medjet  Releasor",  hereby fully and forever  releases,
remises,  acquits and discharges Adam Smith, and all of Adam Smith's  respective
assigns,  successors,  heirs, executors,  administrators,  directors,  officers,
shareholders, partners, employees, servants, parents, subsidiaries,  affiliates,
divisions, attorneys, insurers, assigns, successors, agents and


<PAGE>

representatives,  past and present,  and any and all persons acting by, through,
under or in concert with them,  as "Adam Smith  Releasees",  of and from any and
all claims,  demands,  actions,  causes of action, debts,  liabilities,  rights,
contracts,  obligations,  duties,  damages,  costs, expenses or losses, of every
kind and nature whatsoever,  whether at this time known or suspected, or unknown
or unsuspected, in law, equity or otherwise which Medjet Releasors ever had, now
has, or may now have,  against  Adam Smith  Releasees  arising out of,  under or
related to the Investment Banking Agreement.

     5.  The  Mutual  Releases  set  forth in  Sections  B.1 and B.2  above  are
specifically  limited  and  shall  apply  only to the  Alcon  Claims.  Except as
expressly set forth herein,  this Agreement does not supersede,  amend or modify
the  Subscription   Agreement  or  the  Other  Agreements  (as  defined  in  the
Subscription  Agreement).  The Mutual Releases set forth in Sections B.3 and B.4
above (i) are  specifically  limited  and  shall  apply  only to the  Investment
Banking  Agreement  and (ii) shall not  relieve  either  Medjet or Adam Smith of
their  respective  obligations  under  the  indemnification  provisions  of  the
Investment  Banking  Agreement,  which  shall  survive  the  termination  of the
Investment  Banking  Agreement and the execution and delivery of this Agreement.
The  Releases  set forth in Sections  B.1, B.2, B.3 and B.4  above shall only be
effective upon the Rescission and Termination being completed.

     6. Effective  upon the delivery of the Escrow Shares to Gordon,  Gordon and
each Investor, as "Escrow Releasor", hereby fully and forever releases, remises,
acquits and  discharges  Escrow  Holder,  and all of Escrow  Holder's  partners,
employees,  servants,  affiliates,  attorneys,  insurers,  assigns,  successors,
agents and representatives, past and present, and any and all persons acting by,
through,  under or in concert with them, as "Escrow  Holder  Releasees",  of and
from any and all claims, demands, actions, causes of action, debts, liabilities,
rights, contracts,  obligations,  duties, damages, costs, expenses or losses, of
every kind and nature  whatsoever,  whether at this time known or suspected,  or
unknown or  unsuspected,  in law, equity or otherwise which such Escrow Releasor
ever had, now has, or may now have,  against Escrow Holder Releasees arising out
of, under or related to the Joint Escrow Instructions and the Escrow Shares.

     C. MISCELLANEOUS
        -------------

     1. If any action or  proceeding  is brought to enforce or obtain any relief
regarding any of the terms and conditions of this Agreement, or if any action or
proceeding is brought to which this  Agreement  establishes a complete  defense,
then the party or parties in whose favor a final,  unappealed  and  unappealable
judgment  shall be entered  shall be entitled to recover from the other party or
parties  named in said  action  or  proceeding,  all  costs,  disbursements  and
expenses,  including  attorneys'  fees,  incurred  in the action and any appeals
therefrom.

     2. Gordon and Medjet, on the one hand, and Adam Smith and the Investors, on
the other hand,  each hereby  warrants  and  represents  that such party has not
assigned or transferred,  or purported to assign or transfer, to any third party
any claim, demand, or cause of action against the other party to this Agreement.


<PAGE>

     3. Each of the  parties  hereto  represents  and  warrants  that he, or the
person  executing  this  Agreement  on its  behalf,  as the case may be, is duly
authorized  to do so and is  empowered  to bind such  party to the terms of this
Agreement, and that once executed by all parties hereto, this Agreement shall be
valid and enforceable in accordance with its terms.

     4. This Agreement may be executed in  counterparts,  each of which shall be
an original, and which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF,  the parties to this Agreement have duly executed it as
of the date first above written.

                                        MEDJET INC.

                                        By: /s/ Eugene Gordon
                                        Name:   Eugene Gordon
                                        Title:  Chairman of the Board and
                                                Chief Executive Officer


                                        /s/ Eugene Gordon
                                            Eugene Gordon, as an individual

Number of Purchased Securities          INVESTORS:
rescinded hereunder and dollars
returned:

                                        ADAM SMITH INVESTMENT PARTNERS, L.P.

                                        By: ADAM SMITH CAPITAL MANAGEMENT,
                                            L.L.C., General Partner

3,640 Purchased Shares and
364,000 Purchased Warrants rescinded    By: /s/    Richard Grossman
$455,000 returned                           Name:  Richard Grossman
                                            Title: Manager

                                        ADAM SMITH INVESTMENTS, LTD.

560 Purchased Shares and                By: F.M.C LIMITED
56,000 Purchased Warrants rescinded
$70,000 returned                        By: /s/    Susan V. Demers
                                            Name:  Susan V. Demers
                                            Title: Director


<PAGE>

                                        RICHARD AND ANA GROSSMAN JTWROS

280 Purchased Shares and                     By: /s/   Richard Grossman
28,000 Purchased Warrants rescinded              Name: Richard Grossman
$35,000 returned

<PAGE>

266 Purchased Shares and

26,600 Purchased Warrants rescinded     /s/ Orin Hirschman
$33,250 returned                        Orin Hirschman

126 Purchased Shares and

12,600 Purchased Warrants rescinded     /s/ Paul Packer
$15,750 returned                        Paul Packer

                                        ADAM-JACK M. DODICK, MD
                                        GENERAL PARTNERSHIP

                                        By: ADAM SMITH CAPITAL
700 Purchased Shares and                    MANAGEMENT, L.L.C., General Partner
70,000 Purchased Warrants rescinded
$87,500 returned

                                        By: /s/    Richard Grossman
                                            Name:  Richard Grossman
                                            Title: Manager

28 Purchased Shares and
2,800 Purchased Warrants rescinded          /s/ Hershel P. Berkowitz
$3,500 returned                                 Hershel P. Berkowitz


                                        ADAM SMITH & COMPANY, INC.

                                        By: /s/    Richard Grossman
                                            Name:  Richard Grossman
                                            Title: Vice President