SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

[X]  Filed by Registrant

[X]  Definitive Proxy Statement




                              TRANSNET CORPORATION
                              --------------------
                (Name of Registrant as Specified in its Charter)



Payment of Filing Fee

[X] No fee required.


Date Filed: March 1, 1999
            -------------


<PAGE>

                              TRANSNET CORPORATION
                                45 Columbia Road
                          Somerville, New Jersey 08876
                                 (908) 253-0500

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To Be Held on March 26, 1999
--------------------------------------------------------------------------------

The Annual Meeting of  Stockholders  of TransNet  Corporation  (the "Company" or
"TransNet")  will be held at the  offices  of the  Company,  45  Columbia  Road,
Branchburg, New Jersey 08876 on Friday, March 26, 1999 at 10:00 A.M. local time,
for the purposes of considering and acting upon the following matters:

     1. Election of directors for the ensuing year (Proposal One).

     2. Such other  business  as shall  properly  come before the meeting or any
adjournment thereof.

The close of business on February  19,  1999,  has been fixed as the record date
for determining the  stockholders of the Company who shall be entitled to notice
of, and to vote at the meeting or any adjournment thereof.

The Board of Directors wants as many  stockholders as possible to be represented
in person or by proxy at the Annual Meeting.  Consequently, we ask that you sign
and return the  enclosed  Proxy,  whether or not you plan to attend the meeting.
Please take the time to vote by completing  and mailing the enclosed  proxy card
to us. If you sign,  date and mail your card without  indicating how you want to
vote,  your proxy will be  counted  as a vote for all  nominees.  Even after you
return  the  Proxy,  you still  have the  power to revoke  the Proxy at any time
before it is voted, and the giving of a Proxy will not affect your right to vote
in person if you attend the Annual Meeting.

                                 By Order of the Board of Directors

                                 Steven J. Wilk
                                 President

Branchburg, New Jersey
February 26, 1999

                                 IMPORTANT NOTE

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  PLEASE MARK, SIGN AND DATE THE
ENCLOSED  PROXY CARD AND  RETURN IT AS  PROMPTLY  AS  POSSIBLE  IN THE  ENCLOSED
PRE-ADDRESSED  ENVELOPE.  No postage is required if mailed in the United States.
This will  ensure the  presence  of a quorum at the meeting and save the Company
the expense and extra work of additional  solicitation.  Sending your Proxy Card
will not prevent you from attending the meeting,  revoking your proxy and voting
your stock in person.

<PAGE>

                              TransNet Corporation
                                45 Columbia Road
                          Somerville, New Jersey 08876
                                 (908) 253-0500

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

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                                 MARCH 26, 1999
--------------------------------------------------------------------------------

     This Proxy  Statement  of  TransNet  Corporation,  a  Delaware  corporation
("TransNet" or the  "Company") is sent in connection  with the  solicitation  of
proxies  on behalf of the Board of  Directors  of the  Company to be used at the
Annual  Meeting  of  Stockholders  to be held on Friday,  March 26,  1999 at the
offices of TransNet,  45 Columbia  Road,  Branchburg,  New Jersey 08876 at 10:00
A.M., local time.

     The  approximate  date that this Proxy Statement and the enclosed proxy are
first  being  sent to  stockholders  is  February  26,  1999.  Stockholders  are
encouraged to review the  information  provided  herein in conjunction  with the
Company's Annual Report to Shareholders for the year ended June 30, 1998, a copy
of which accompanies this Proxy Statement.

     All  proxies  which are  properly  filled in,  signed and  returned  to the
Company prior to or at the Annual  Meeting will be voted in accordance  with the
instructions  thereon. Such proxies may be revoked by any stockholder giving the
same prior to the  exercise  thereof by: (a)  written  notice  delivered  to the
Company's principal offices prior to the commencement of the Annual Meeting, (b)
providing a signed proxy  bearing a later date,  or (c)  appearing in person and
voting at the  Annual  Meeting.  The Board of  Directors  has fixed the close of
business  on  February  19,  1999 as the record  date for the  determination  of
stockholders  who are  entitled  to notice of, and to vote at the meeting or any
adjournment thereof.

     The  expenses of  preparing,  assembling,  printing and mailing the form of
proxy and the  material  used in  solicitation  of  proxies  will be paid by the
Company. In addition to the solicitation of proxies by mail, the Company may use
the services of some of its officers and regular  employees (who will receive no
additional  compensation) to solicit proxies  personally,  and by telephone.  At
present, the Company has no agreement with any firm to solicit the voting of any
shares.  The cost of  soliciting  proxies will be paid by the Company  which may
enlist the  assistance  of, and  reimburse  the  reasonable  expenses  of banks,
brokerage  firms,  and similar  fiduciaries in the  solicitation  of proxies and
proxy  authorizations  from their customers whose stock is not registered in the
owner's name, but in the name of such bank, brokerage firm or other fiduciary.

VOTE REQUIRED

     Only  stockholders  of record at the close of business on February 19, 1999
(the "Record  Date") are entitled to vote at the Annual  Meeting.  On the Record
Date,  the Company had  5,216,804  shares of common  stock,  $.01 par value (the
"Common Stock") outstanding.  The Company's sole issued and outstanding class of
capital stock is the Common Stock. Each share of Common Stock is entitled to one
vote upon each matter to be acted upon at the Annual  Meeting.  The  presence in
person  or by proxy of a  majority  of the  outstanding  Common  Stock (at least
2,608,403  shares)  is  required  to  constitute  a  quorum  necessary  for  the
transaction of business at the Annual Meeting.  Election of directors  (Proposal
One)  requires  the  affirmative  vote of a  majority  of the votes  cast by the
holders of the Common Stock present in person or by proxy at the meeting.

     The Company's  officers and  directors  owning and having the right to vote
738,200 shares  representing  approximately 14% of the outstanding  Common Stock
have stated  their  present  intention to vote their shares FOR the nominees for
election as directors (Proposal One).

PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date by (i) each holder
known by the Company to beneficially own more than 5% of 


                                       1
<PAGE>

the outstanding  Common Stock, (ii) each of the Company's  directors,  and (iii)
all directors and officers of the Company as a group.

NAME OF BENEFICIAL                       AMOUNT OF SHARES            PERCENT OF
OWNER                                   BENEFICIALLY OWNED              CLASS
---------------                         ------------------           ----------
Directors             
--------
Steven J. Wilk (a)                          393,500 shs                   8%
John J. Wilk (a)                            175,500 shs                   3%
Jay A. Smolyn (a)                           85,000 shs                    2%
Susan Wilk-Cort (a)                         78,200 shs                    1%
Vincent Cusumano (a)                        0 shs                         --
Earle Kunzig (a)                            6,000 shs                     --
Raymond J. Rekuc (a)                        0 shs                         --
                                                                    
All officers and directors                  738,200 shs                  14%
  as a group (seven persons)                                        
                                                        
----------
     (a) The address of all  directors  is 45  Columbia  Road,  Branchburg,  New
Jersey 08876.

     John J. Wilk and Steven J. Wilk,  Chairman  of the Board of  Directors  and
President of the Company as well as beneficial owners of 3% and 8% respectively,
of  TransNet's  Common  Stock may each be deemed to be a "parent" of the Company
within the meaning of the Securities Act of 1933.

                        ACTION TO BE TAKEN AT THE MEETING
                              ELECTION OF DIRECTORS

                                 (Proposal One)

     Seven  directors of the Company are to be elected at the  meeting,  each to
serve  until the next  annual  meeting  and until his  successor  is elected and
qualifies.  The nominees for election are named below. The shares represented by
valid  proxies will be voted as specified  by the  shareholder.  When a specific
choice is not  indicated,  the shares  represented by the proxy will be voted in
favor of the election as directors of the persons named below. Authority to vote
for the  election  of  directors  shall be deemed  granted  unless  specifically
withheld.  Management  has no reason to believe that any of the nominees for the
office of director will not be available for election as a director.  Should any
of them become unwilling or unable to accept  nomination for election,  however,
it is intended that the individuals named in the enclosed proxy may vote for the
election of such other person as Management may recommend.  The Company does not
have a nominating  committee.  During the fiscal year ended June 30,  1998,  the
Company's  Board of  Directors  held a total of three  meetings.  Each  director
attended all meetings.

Nominees for Election as Directors

     The executive officers and directors of the Company are as follows:

Name                              Age    Position
----                              ---    --------
John J. Wilk (a)                  70     Chairman of the Board and Treasurer
Steven J. Wilk (a)                41     President and Director
Jay A. Smolyn                     42     Vice President, Operations and Director
Vincent Cusumano (b)(d)           63     Secretary and Director
Earle Kunzig (b)(e)               59     Director
Raymond J. Rekuc (c) (d)          53     Director
Susan Wilk-Cort (a)                      Director

----------
     (a) Steven J. Wilk and Susan Wilk-Cort are respectively, the son and 
         daughter of John J. Wilk.
     (b) Member of the Audit Committee
     (c) Chairman of the Audit Committee.
     (d) Member of the Compensation Committee.
     (e) Chairman of the Compensation Committee.

                                       2
<PAGE>

     The Audit Committee  reviews,  evaluates and advises the Board of Directors
in  matters  relating  to  the  Company's  financial  reporting  practices,  its
application of accounting principles and its internal controls. In addition, the
Audit Committee  reviews  transactions  regarding  management  remuneration  and
benefits. The Audit Committee held three meetings during the year ended June 30,
1998.

     The  Compensation  Committee  reviews,  evaluates  and advises the Board of
Directors  in  matters  relating  to the  Company's  compensation  of and  other
employment   benefits  for  executive   officers.   The  Board  established  its
Compensation  Committee in December  1994. The  Compensation  Committee held two
meetings during the year ended June 30, 1998.

     The Company  does not have an  Executive  Committee.  The term of office of
each director  expires at the next annual meeting of  stockholders.  The term of
office of each executive officer expires at the next  organizational  meeting of
the Board of Directors following the next annual meeting of stockholders.

     The  following  is a  brief  account  of the  business  experience  of each
TransNet director during the past five years.

     John J. Wilk was  president,  a  director  and chief  executive  officer of
TransNet  since  its  inception  in 1969  until May  1986,  when he was  elected
Chairman of the Board.

     Steven J. Wilk was elected a vice president of TransNet in October 1981 and
in May 1986 was elected President and Chief Executive Officer.  He was elected a
director of TransNet in April 1989.

     Jay A. Smolyn has been  employed  at TransNet  since 1976 and in April 1985
became  Vice  President,  Operations.  He was  elected a director of TransNet in
January 1990.

     Vincent  Cusumano,  who was elected a TransNet  director in April 1977, is,
and for more than the past five years has been,  president  and chief  executive
officer  of  Cusumano  Perma-Rail  Corporation  of  Roselle  Park,  New  Jersey,
distributors  and  installers of exterior  iron  railings.  Mr.  Cusumano is not
actively engaged in the business of the Company.

     Earle Kunzig,  who was elected a TransNet  director in November  1976,  for
more than the past five years has been Vice  President  of Sales and a principal
of Hardware  Products Sales,  Inc., Wayne, New Jersey, a broker of used computer
equipment  and  provider of computer  maintenance  services.  Mr.  Kunzig is not
actively engaged in the business of the Company.

     Raymond J. Rekuc,  who was elected a TransNet  director in August 1983,  is
currently the principal in Raymond J. Rekuc,  Certified  Public  Accountant,  an
accounting  firm  located in  Washington  Township,  New Jersey.  Mr. Rekuc is a
member of the American  Institute of Certified  Public  Accountants  and the New
Jersey Society of Certified Public  Accountants,  and is not actively engaged in
the business of the Company.

     Susan   Wilk-Cort   joined   TransNet  in  November  1987  as  Director  of
Administration,  and was named Legal Counsel in 1994. She was elected a director
of TransNet in January 1990.

     None of the Company's directors are directors of any other corporation with
a class of  securities  registered  pursuant  to  Section  12 of the  Securities
Exchange  Act of 1934 or subject to the  requirements  of Section  15(d) of that
Act.

Compliance with Section 16(a) of the Exchange Act

     Based  solely  on a  review  of  Forms 3 and 4 and any  amendments  thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934,  or  representations  that no Forms 5 were  required,  the  Company
believes  that  with  respect  to  fiscal  1998,  its  officers,  directors  and
beneficial  owners  of more  than 10% of its  equity  timely  complied  with all
applicable Section 16(a) filing  requirements,  except for John J. Wilk, who was
inadvertently delinquent in filing one report.


                                       3
<PAGE>

                             EXECUTIVE COMPENSATION

     The following table sets forth information concerning the compensation paid
or accrued by the Company  during the three years ended on June 30, 1998, to its
Chief  Executive  Officer and each of its other  executive  officers whose total
annual  salary and bonus for the  fiscal  year  ended  June 30,  1998,  exceeded
$100,000.  All of the Company's group life,  health,  hospitalization or medical
reimbursement  plans, if any, do not discriminate in scope,  terms or operation,
in favor of the executive officers or directors of the Company and are generally
available to all full-time salaried employees.

<TABLE>
<CAPTION>

                                         SUMMARY COMPENSATION TABLE

                                            Annual Compensation                 Long-Term Compensation
                      ------------------------------------------------------------------------------------------
Name and              Year Ended                           Other Annual Options Restricted   LTIP     All Other
Principal Position     June 30,      Salary        Bonus   Compensation  SARs  Stock Awards Payouts Compensation
----------------------------------------------------------------------------------------------------------------
                                                                                                    
<S>                      <C>        <C>           <C>           <C>        <C>       <C>      <C>         <C>
Steven J. Wilk           1998       $250,000      $43,166       $0         0         0        $0          0
 President and Chief     1997       $250,000      $46,644       $0         0         0        $0          0
 Executive Officer       1996       $240,833      $47,560       $0         0         0        $0          0
                                                                                                    
Annette Stanoch (a)      1998       $135,000      $24,450       $0         0         0        $0          0
 Vice President          1997       $135,000      $30,822       $0         0         0        $0          0
 Planning                1996       $130,833      $36,600       $0         0         0        $0          0
                                                                                                    
Jay Smolyn               1998       $135,000      $33,216       $0         0         0        $0          0
 Vice President          1997       $135,000      $30,822       $0         0         0        $0          0
 Operations              1996       $130,833      $36,600       $0         0         0        $0          0
                                                                                                    
----------                                                                                         
     (a) Mrs. Stanoch resigned her position with the Company  effective June 30,
1998.

</TABLE>

Employment Contracts with Executive Officers

     TransNet has employment  contracts in effect with Steven J. Wilk and Jay A.
Smolyn which  expire on June 30,  2000.  The  Company's  agreement  with Annette
Stanoch  terminated  on June 30,  1998  with her  resignation.  Pursuant  to the
employment contracts,  Steven J. Wilk's annual salary is "at least" $250,000 and
Mr. Smolyn's salary is "at least" $135,000 or, in each case, such greater amount
as may be approved  from time to time by the Board of  Directors.  The contracts
also provide for additional incentive bonuses to be paid with respect to each of
the  Company's  fiscal years based upon  varying  percentages  of the  Company's
consolidated  pre-tax income exclusive of  extraordinary  items (3% of the first
$500,000,  4% of the next $500,000,  5% of the next $4,000,000 and 6% of amounts
in excess of $5,000,000  for Steven J. Wilk,  and 2% of pre-tax income in excess
of $100,000 to the first $500,000 and 3% in excess of $500,000 for Mr.  Smolyn).
Steven J. Wilk's employment  contract provides for a continuation in full of his
salary  payments for six months and 50% of the full amount for the  remainder of
the term in the  event  of  illness  or  injury.  In  addition,  the  employment
contracts  contain terms  regarding the event of a hostile  change of control of
the Company and a resultant  termination of the employee's  employment  prior to
expiration of the employment contract. These terms provide that Mr. Smolyn would
receive  a lump sum  payment  equal to 80% of the  greater  of his then  current
annual  salary  or his  previous  calendar  year's  gross  wages  including  the
additional incentive compensation multiplied by the lesser of five or the number
of years remaining in the contract.  In the case of Steven J. Wilk, the contract
provides that in the event of  termination of employment due to a hostile change
in  control,  he may elect to serve as  consultant  at his  current  salary  and
performance bonus for a period of five years beginning at the date of the change
in  control,  or he may elect to receive a lump sum  payment  which would be the
greater of 80% of his then current  salary or 80% of his  previous  year's gross
wages times five. Mr. Smolyn's  contract provides that the Company may terminate
his employment, with or without cause. If said termination is without cause, the
Company  shall pay him an amount equal to  compensation  payable for a period of
one-half of the contract period  remaining,  not to exceed  compensation  for 18
months.  Steven J. Wilk's employment  agreement provides that should the Company
terminate his  employment  (other than for the  commission  of willful  criminal
acts),  he may elect to  continue  as a  consultant  to the  Company at his then
current  compensation level,  including the performance bonus, for the lesser of
two (2) years or the remainder of the contract term or he may elect to receive a
lump sum  payment  equal to  eighty  percent  of his then  current  salary  plus
incentive  bonus  times  the  lesser of two (2)  years or the  remainder  of the
contract.


                                       4
<PAGE>

     Director's Compensation

     During fiscal 1998,  the Company paid $5,000 in directors'  fees to each of
its three outside directors.

Stock Options

     No options to acquire TransNet Corporation stock were held by the Company's
executive officers at June 30, 1998.

Retirement Plan

     Effective  January  1, 1995,  the  Company  adopted a defined  contribution
[401(k)]  plan  covering  all eligible  employees.  Under the terms of the Plan,
participating  employees deposit a percentage of their salaries in the Plan. The
Company matches up to a certain percentange of the employees' contribution.  The
Company's  contribution  for the year ended June 30, 1998 for the above officers
were as follows:  Steven J. Wilk $679.15,  Annette Stanoch  $576.61,  and Jay A.
Smolyn $490.33.

                              CERTAIN TRANSACTIONS

     The Company's  executive,  administrative,  corporate  sales  offices,  and
service center are located in Branchburg, New Jersey, where the Company leases a
building  of  approximately  21,000  square  feet.  The Company  subleases  this
facility  pursuant to a "net-net" lease,  which expires by its terms in February
2001 and which provided for a monthly rental of $16,112 during the  twelve-month
period  ending  February  1999,  escalating  to  $16,820  per month  during  the
following  twelve  months  and to $17,  351 per month  during  the final  twelve
months. The premises are sublet from W Realty, a partnership  consisting of John
J. Wilk,  chairman of the board and treasurer,  and Raymond J. Rekuc, a director
of the Company, chairman of the Audit Committee and a member of the Compensation
Committee.  Management believes that the terms of the sub-lease are as favorable
as those available from unaffiliated third parties.

     On November 11, 1997, the Company sold an approximately  6.32 acre tract of
unimproved real property in  Mountainside,  New Jersey (which it had owned since
1979), at its appraised value of $1,000,000,  to W Realty. (The Company sold the
Mountainside   property   because  in  connection  with  its  proposed  sale  of
substantially all of its assets to GE Capital Information  Technology  Solutions
Acquisition  Corp. ("GE Acq.  Corp.") (which sale was not consummated ), GE Acq.
Corp. had refused to increase the purchase  price by the appraised  value of the
property and indicated,  due to environmental  concerns, that it had no interest
in purchasing the  property.)  The $1,000,000  purchase price was paid through a
rent  forgiveness  granted by W Realty for the  $410,000 of rent  payable by the
Company over the final two years of the above  described  sub-lease  and through
the issuance by W Realty of a $590,000 promissory note payable to the Company in
principal  installments  of $150,000 in February  1998 and  $440,000 in November
1998 with interest on the unpaid  balance  computed at the rate of 8% per annum.
The note is  secured  by a first  mortgage  on the  Mountainside  property.  The
$150,000  payment  due in  February  1998 and  $190,000  of the  payment  due in
November 1998 have been paid together with interest.  As of the date hereof, the
balance of $250,000 is overdue.

                        COMPENSATION COMMITTEE INTERLOCKS
                            AND INSIDER PARTICIPATION

     During fiscal 1998, one member of the  Compensation  Committee,  Raymond J.
Rekuc,  as a partner in W Realty,  was involved in the subleasing to the Company
of its principal facility and subsequently,  in the purchase from the Company of
a tract of unimproved land in Mountainside, New Jersey as described above.


                                       5
<PAGE>

                      REPORT OF THE COMPENSATION COMMITTEE

     The Compensation Committee is composed of Earle Kunzig (chairman),  Vincent
Cusumano  and Raymond J.  Rekuc.  The  Compensation  Committee  is  responsible,
subject  to the  approval  of the  Board  of  Directors,  for  establishing  the
Company's compensation programs.

     The  Company's  compensation  plan  generally  is designed to motivate  and
reward the Company's  executive  officers and other  personnel  responsible  for
attaining financial,  operational and strategic objectives. In administering the
plan, the Compensation Committee assesses the performance of individuals and the
Company relative to those objectives.

     The Company's  compensation plan generally  provides  incentives to achieve
annual and longer term  objectives.  The principal  elements of the compensation
plan include base salary and incentive  bonuses based upon the Company achieving
certain specified levels of pre-tax income. These elements generally are blended
in order to provide compensation  packages which provide competitive pay, reward
the achievement of financial, operational and strategic objectives and align the
interests of the  Company's  executive  officers and other high level  personnel
with those of the Company's stockholders.

     In order to secure the services of certain key  employees  for a reasonable
period  of time into the  future,  the  Compensation  Committee  in fiscal  1995
recommended  that new five year employment  contracts be executed by the company
with Steven J. Wilk as president and chief  executive  officer (annual salary of
at least  $250,000),  with Jay A. Smolyn as vice  president-operations  and with
Annette Stanoch as vice-president-planning.  (Mrs. Stanoch resigned her position
effective June 30, 1998.) The annual salary for Mr. Smolyn and Mrs.  Stanoch was
at least $135,000.  Each of the employment  contracts  contained incentive bonus
and other provisions more fully set forth under "Executive Compensation" in this
Proxy Statement.

     Base  pay  levels  and  increases   for  other  key  employees   take  into
consideration  the recent  performance of the  individual  and the Company,  the
experience of the  individual,  the scope and complexity of the position and the
base compensation levels established by competitors for comparable positions.

     In earlier years,  in order to promote the Company's  long-term  objectives
and to  conserve  cash  assets,  stock  options  were  granted  to  certain  key
executives.  In addition,  stock subscription  agreements were entered into with
certain  executives.  No stock  options  have been granted by the Company and no
similar  subscription  agreements  have been  entered into by the Company in the
past five years.

     The  Compensation  Committee  believes that the  Company's key  executives,
through  salaries and  incentive  bonuses,  together  with their  current  stock
ownership,  have  sufficient  incentive to promote the growth and welfare of the
Company and that based on the trading range of the Company's Common Stock in the
over-the-counter  market  during  fiscal  1998,  the grant during such period of
additional stock options or the entering into of stock  subscription  agreements
at below market subscription prices would be unfairly dilutive to stockholders.


                                COMPENSATION COMMITTEE

                                Earle Kunzig
                                Vincent Cusumano
                                Raymond J. Rekuc


                                       6
<PAGE>

                             STOCK PRICE PERFORMANCE

     Set forth  below is a line  graph  comparing  the yearly  cumulative  total
shareholder return on the Company's Common Stock for the past five fiscal years,
based on the market price of the Common Stock,  with the cumulative total return
of companies in the S&P 500 Composite and the S&P Computer  (Software & Service)
- 500 Group Indexes.


                      COMPARISON OF FIVE YEAR TOTAL RETURN
                 FOR TRANSNET CORPORATION, S&P 500 COMPOSITE AND
              S&P COMPUTER (SOFTWARE & SERVICE) - 500 GROUP INDEX.

                    [THE FOLLOWING CHART REPRESENTS GRAPHIC]

                           TOTAL SHAREHOLDER RETURNS

Year Ending     S&P 500 Index     Transnet Corp.   Computer (Software & Svc)-500
-----------     -------------     --------------   -----------------------------

Jun93           100               100              100
Jun94           101.41            148.81           113.29
Jun95           127.84            204.61           161.08
Jun96           161.08            190.63           234.9
Jun97           216.98            213.91           390.36
Jun98           282.42             46.5            605.4

Auditors

     The firm of Moore Stephens,  P.C.,  certified public accountants,  has been
selected by the Board of  Directors to audit the accounts of the Company and its
subsidiaries  for the current  fiscal year ending June 30,  1999.  Said firm has
served as the Company's  auditors since 1977.  Representatives  of such firm are
not expected to be present at the March 26, 1999 Annual Meeting of Stockholders.

Stockholder Proposals for 2000 Annual Meeting

     Under current rules of the Securities and Exchange Commission, stockholders
wishing to submit proposals for inclusion in the Proxy Statement of the Board of
Directors for the 2000 Annual Meeting of Stockholders must submit such proposals
so as to be received by the Company at 45 Columbia Road, Branchburg,  New Jersey
08876 on or before June 30, 1999.


                                       7
<PAGE>

                                  OTHER MATTERS

     Management  does not know of any  other  matters  which  are  likely  to be
brought  before  the  Meeting.  However,  in the event  that any  other  matters
properly come before the Meeting,  the persons named in the enclosed  proxy will
vote said proxy in accordance with their judgement in said matters.

                                 By Order of the Board of Directors

                                 Steven J. Wilk
                                 President


Branchburg, New Jersey
February 26, 1999


                                       8
<PAGE>

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

                              TRANSNET CORPORATION
          REVOCABLE PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                 ANNUAL MEETING OF STOCKHOLDERS - MARCH 26, 1999

    The  undersigned,  a stockholder  of TransNet  Corporation  (the  "Company")
hereby  appoints  John J. Wilk and Steven J. Wilk or either of them, as proxy or
proxies of the  undersigned,  with full power of  substitution,  to vote, in the
name,  place  and stead of the  undersigned,  with all of the  powers  which the
undersigned would possess if personally  present,  on behalf of the undersigned,
all the shares which the  undersigned  is entitled to vote at the Annual Meeting
of Stockholders of TransNet Corporation to be held at 10:00 A.M. (local time) on
Friday, March 26, 1999, at TransNet Corporation,  45 Columbia Road,  Branchburg,
New  Jersey  08876  and at any and all  adjournments  thereof.  The  undersigned
directs that this Proxy be voted as follows:

1. To elect directors for the ensuing year (Proposal One)

__ FOR all  nominees  listed  below  (except as marked to the  contrary  below) 

__ WITHHOLD AUTHORITY to vote for all nominees listed below

Nominees: VINCENT CUSUMANO, EARLE KUNZIG, RAYMOND J. REKUC, JAY A. SMOLYN,
          JOHN J. WILK, STEVEN J. WILK, SUSAN WILK-CORT

(Instructions:  To withhold  authority  for an  individual  nominee,  write that
nominee's name on the line provided.)

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

2. In their discretion,  on all other business that may properly come before the
   meeting.

__ AUTHORITY GRANTED       __ AUTHORITY WITHHELD

                                (continued and to be signed on the reverse side)

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

The  Board  of  Directors  recommends  a vote FOR all of the  foregoing.  UNLESS
OTHERWISE  SPECIFIED  AS ABOVE  PROVIDED,  THIS  PROXY  WILL BE VOTED  "FOR" THE
ELECTION  OF  DIRECTORS  AS SET  FORTH  IN THE  PROXY  STATEMENT.  IN  ADDITION,
DISCRETIONARY  AUTHORITY  IS  CONFERRED  AS TO ALL OTHER  MATTERS  THAT MAY COME
BEFORE THE MEETING UNLESS SUCH AUTHORITY IS SPECIFICALLY WITHHELD.

Stockholders who are present at the meeting may withdraw their Proxy and vote in
person if they so desire.

PLEASE MARK,  SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.  No postage is required
if returned in the enclosed envelope and mailed in the United States. Receipt of
the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement of
the Board of Directors and Annual Report is acknowledged.

                    Dated:________________________________, 1999
                          ________________________________
                          ________________________________
                          Signature of Shareholder

                    Please sign exactly as name appears on this Proxy. If shares
                    are  registered in more than one name, the signatures of all
                    such persons are required.  A corporation should sign in its
                    full corporate name by a duly  authorized  officer,  stating
                    his title. Trustees, guardians, executors and administrators
                    should sign in their  official  capacity,  giving their full
                    title as such. If a partnership,  please sign in partnership
                    name by authorized person.