SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

             ACT OF 1934 for the fiscal year ended February 28, 2003

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the transition period from February 28, 2002 to February 28,2003

                          Commission File No. 33-51218

                          MEDISCIENCE TECHNOLOGY CORP.
             (Exact name of registrant as specified in its charter)

          New Jersey                                              22-1937826
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                1235 Folkstone Way, Cherry Hill, New Jersey 08034
                     Address of Principal executive offices

         Issuer's telephone number, including area code: (856)-428-7952

        Securities registered pursuant to section 12(b) of the Act: None

           Securities registered pursuant to section 12(g) of the Act:
                     Common Stock, par value $.01 per share

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days, Yes |X|  No |_|

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. Registrant is in full conformance/compliance to all applicable
provisions of the Sarbanes-Oxley Act effective August 29, 2002 and SEC section
16 form 5 rules effective August 27, 2002 |X|

The issuer's revenues for its most recent fiscal year were: $ none

The aggregate market value of the voting stock and non-voting common equity held
by non-affiliates computed by the average bid and asked price of the common
equity of the Registrant, as of, June 4, 2003 ($0.35) per share) was: $
13,153,399. The number of shares outstanding of each of the registrant's classes
of common stock, as of June 4, 2003 was: 37,582,139. The issuer had no other
classes of common equity outstanding as of that date.


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          Title of Each Class                       Number of Shares Outstanding
          -------------------                       ----------------------------

Common Stock, par value $.01 per share                     37,582,139
Preferred Stock, par value $0.1 per share                        2074*(0)

*     All issued Series A Preferred was converted at ten (10) shares of Common
      valued at one dollar ($1.00) per share (20,740 shares issued) for each
      share of Preferred by contractual agreement of all eight 8 preferred
      shareholders on December 1, 2001 (see infra pg.25)

                      DOCUMENTS INCORPORATED BY REFERENCE:

8-K Report dtd June 4, 2003 Michael Engelhart, President and COO of Registrant,
"announced the State of Delaware approval and formation of "PROSCREEN, LLC" as
of (June 3, 2003) and Photonics for Woman's Oncology LLC. as of (February 27,
2003. "Both LLC Company's are wholly owned subsidiaries of Mediscience
Technology. "PROSCREEN, LLC" its second LLC Company has a potential clinical
application for non-invasively diagnosing prostate cancers without removing
prostate tissues". (See No.13 Subsequent events infra)

8-K Report w/exhibits March 13, 2003 effective April 26, 2003 Mr. Sidney
Braginsky, former President COO and the Registrant agreed to the total and
immediate nullification and termination of his July 9, 2001 agreement with
Mediscience Technology Corp. together with all its terms and conditions,
including any claim for accruals in salary and/or expenses effective
retroactively as of July 9, 2001. Mr. Sidney Braginsky will continue as an
active Board member, his compensation to be the same as all other BOD members.
Additionally he will provide compensated consulting services to the Board and
President COO Michael Engelhart as needed.

8-K Report March 13, 2003, On unanimous Board of Directors approval Registrant
appointed Michael W. Engelhart to the Mediscience Board of Directors effective
immediately. "Exhibit A" Mr. Engelhart is President/CEO of THMGROUP LLC, Ramsey
NJ

8-K Report January22. 2003 On January 13, 2003 Registrant entered into an
agreement with THMGROUP of Ramsey NJ as exclusive advisor to explore
commercialization of Registrants technology applications.

SC13G/A dated 2/14/02 filed by Allen & Co. indicating SHARE VOTING POWER of
3,041,500 (includes 1,041,500 shares of Common Stock underlying warrants
expiring 2003) Allen & Co. Allen&Co Warrants expired by their terms April 6,
2003

8-KA Report, Amendment of 8-K filed June 12, 2002 The new contract with the
Research Foundation City University of New York (RFCUNY) was effective upon
acceptance by Registrant on June 10th, 2002.


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<PAGE>

8-K Report, filed June 1, 2002 Registrant executed a new contract with the
Research Foundation City University of New York (RFCUNY), that supercedes all
prior agreements with (RFCUNY), restructures all MTC debt to RFCUNY and reduces
MTC royalty rate from 5% to 3.25%

SC13G/A dated 2/14/02 filed by Allen & Co. indicating SHARE VOTING POWER of
3,041,500 (includes 1,041,500 shares of Common Stock underlying warrants
expiring April 6, 2003) (as of April 6, 2003 voting power reduced to 2,000,000
shares)

8-K Report, filed July 25,2001, effective July 9, 2001 Registrant entered into
an employment agreement with Mr. Sidney Braginsky as President COO of the
Company

10-Q dated 7/12/2001 for Quarter ending 5/31/2001 Effective June 1, 2001 with
notice to the Board of Directors Dr. Castellana voluntarily terminated his
employment agreement and verbally waived all salary to that date. He felt that
he could not satisfy the Company's needs and choose to step aside.

8-K Report, filed 4/8/98, CUNY introduction/review Optical Biopsy-Optical
Mammography Photonics to detect Cancer, March 11, 1998. and

8-K Report, filed 11/23/99 Employment Agreement with. Frank S. Castellana, M.D.
as President and Chief Operating Officer of Mediscience Technology Corp are
incorporated by reference into Part 1 of this form.

8-K Report, filed 4/20/2000 Mediscience Technology and Sarnoff Research Corp.
letter of understanding of Sarnoff future equity participation incorporated by
reference into part 1 of this form

8-K Report, filed 5/15/2001, Retention of new auditors and payment to CUNY/RF
curing of debt and patent issues

                                MEDISCIENCE CORP.
                          Annual Report on Form 10-KSB

                                Table of Contents

                                     PART I

Item 1. Description of Business
Item 2. Description of Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders


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<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Shareholder Matters

Item 6. Management's Discussion and Analysis or Plan of Operation

Item 7. Financial Statements and Supplemental Data Report of Independent Public
Accountants

      Consolidated Balance Sheets- February 28, 2003 and February 29, 2002

      Consolidated Statements of Operations for the years ended February 28,
2003, and February 29, 2002 and February 28,2001

      Consolidated Statement of Stockholders Deficit for the years ended
February 28, 2003, and February 29, 2002 and February 28,2001

      Consolidated Statements of Cash Flows for the years ended February 28,
2003, and February 28, 2002 and February 28,2001

      Consolidated Notes to Financial Statements

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Subsequent Events
Item 14. Controls and Procedures
Item 15. Exhibits, List and Reports on Form 8-K
Item 16 RISK FACTORS


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                                     PART I

Item 1. Description of Business

Introduction

This annual report on Form 10-KSB contains certain forward-looking " Safe
Harbor" statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E the Securities Act of 1934 and Item 16 Risk Factors
incorporated herin. Actual events or results may differ materially from those
projected in the forward-looking statements as a result of the factors described
herein Such forward-looking statements include, but are not limited to,
statements concerning business strategy, development and introduction of new
products, research and development, marketing, sales and distribution,
manufacturing, competition, third-party reimbursement, government regulation
(including, but not limited to, FDA requirements), continued clinical trial
relationships and operating and capital requirements. Mediscience is in full
compliance with SEC regulation FD "Full Disclosure" requirements, adopted August
10,2000 (see SEC release No. 33-7881), by exclusive reporting of material events
(disclosures where it is reasonably foreseeable that the information will result
in trading in an issuer's securities), through periodic 8-K filings and postings
on its internet site MEDISCIENCETECH.com

The Company operates in one business segment and is principally engaged in the
design and development of medical diagnostic instruments that detect cancer in
vivo in humans by using light to excite the molecules contained in tissue and
measuring the differences in the resulting natural fluorescence between
cancerous and normal tissue.

Background

On December 1, 1988, we acquired all the outstanding stock of Laser Diagnostic
Instruments, Inc. ("LDI"), which is now a wholly owned subsidiary of the
Company. The principle asset of LDI was the ownership of a patent application
entitled "Method and Apparatus for Detecting Cancerous Tissue Using Visible
Luminescence," which was subsequently granted as patent number 4,930,516 by the
US Patent and Trademark Office on June 5, 1990. The "516" claims were expanded
from 9 to 59 on August 8,1998 in a reexamination of that patent initiated by the
Company. Our research and development activities are centered around this patent
and other patents either acquired subsequently by Mediscience or for which
Mediscience is the exclusive licensee.

We have successfully conducted preclinical and clinical evaluations which
continue to support our belief that our proprietary technology, when fully
developed, will be useful in the screening and diagnosis of cancer. We also
believe that our technology, if successfully developed, will have substantial
commercial appeal due to its non-invasive character, its delivery of immediate,
real time results, its enhanced diagnostic sensitivity and specificity and its
appeal to physicians who can generate additional office revenues that currently
accrue to an off site pathology laboratory.


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On January 6, 1997, the Company received approval from the FDA of its
Investigational Device Exemption application to initiate human Phase II clinical
trials with its CD Scan medical device for early stage detection of cancer. This
trial has not been initiated because of the lack of funding.

On January 25, 1999 the FDA classified our Mediscience CD-Scan as a
non-significant risk device for human trial Phase I clinical investigation of
the biological basis of fluorescence as applied to medically significant female
OBGYN health issues. This pilot study is being conducted under a research
agreement with Yale University and CUNY under the direction of Dr. Frederick
Naftolin, Chairman OBGYN Dept. of Obstetrics and Gynecology.

Strategy

Our strategy is to commercialize early cancer detection devices based upon our
developed technology, completed prototype's, and expertise in the area of
Fluorescent Imaging. The Company is using an Organizational Structure of wholly
owned subsidiary LLC's, each with its own Intellectual Property supported
application. Our purpose is to maximize the value of the Company's Intellectual
Property. Our first LLC commercial effort "Photonics for Women's Oncology LLC"
will be in the area of early cancer detection for cervical cancer. To that end,
the company possesses a working prototype and is in the process of raising
funds, securing a management team and is completing a plan in an attempt to
secure a 510k exemption from the FDA. The company is working on early cancer
detection devices in the areas of prostate, colon, esophagus, and skin cancer
and is encouraged by all results. With regard to the company's commercialization
plan, the company is in various stages of business development activity with
potential distributors, strategic partners, and strategic investors. We believe
that our Technology will be broadly applicable in cancer screening and
diagnosis; the company is preparing to submit for 510k exemption, however
presently, each approved labeled indication is expected to require separate
pre-marketing approval (a "PMA"), which will be both time-consuming and costly.
Using LLC's we plan to carefully select and prioritize our targeted diagnostic
indications to maximize the return on development and clinical investments. We
regard our "516" and other related patents (such as 5,131,398) as pioneering,
blocking and dominant in the area of cancer diagnosis using fluorescence
spectroscopy both in-vivo and in-vitro. e.g State of Delaware approval and
formation of "PROSCREEN, LLC" (June 3, 2003) and Photonics for Woman's Oncology
LLC. (February 27, 2003. "Both LLC Company's are wholly owned subsidiaries of
Mediscience We intend to seek funding through new equity capital sourced from
institutional and individual professional investor groups. MDSC will license the
requisite platform technologies to, and separately assign, as its capital
contribution, other segregated, mission-critical assets to each LLC and in
return, receive equity ownership in, and an upfront license fee from each LLC
entity. The licenses issued to a LLC will be framed as exclusive,
royalty-bearing, irrevocable, perpetual, sub-licensable, worldwide licenses to
make, have made, modify, use, market, sell and distribute the platform
technologies as part of or in connection with a product, process, or machine for
use in the niche markets identified by and granted to each LLC. MDSC the parent
company is entering into a management and corporate services agreements with
each subsequent


                                     - 6 -
<PAGE>

LLC to provide certain administrative and outsourced management services, in
return for a management fee. These services would include accounting, reporting,
and financial back-office services; legal services, including the defense of
patent and other intellectual property claims and rights against third parties
that have infringed the subsidiary's proprietary rights; financial and strategic
advisory services; representation in the process of in-licensing, out-licensing,
and creating joint ventures and alliances. MDSC will also continue to act as an
intellectual property transfer agent between LLC's and CCNY.

All above are Safe Harbor" statements per the Private Securities Litigation
Reform Act of 1995 as certain matters and subject areas discussed in our
strategy and not historical or current facts but deal with future circumstances
and developments. The discussion of such matters and subject areas is qualified
by the inherent risks and uncertainties surrounding future expectations
generally and may also differ materially from our future experience involving
any or more of such matters and subject areas. Such risks and uncertainties
include overall economic trends, successful development of products and
regulatory matters including but not limited to FDA as well as those more fully
described from time to time in our reports filed with the SEC

The principal issue currently facing the Company is a lack of the financial
resources and liquidity required to maintain business momentum and to properly
leverage intellectual property assets; the resolution of this issue is the
highest priority of management. In the absence of the availability of such
financing on a timely basis, the Company may be forced to materially curtail or
cease its operations.

Effective June 1, 2001 with notice to the Board of Directors Dr. Castellana
President and Chief Executive Officer, effective February 1, 2000 with notice to
the Board of Directors voluntarily terminated his employment agreement Effective
June 1, 2001 and verbally waived all salary to that date. Dr. Castellana now has
a full time consulting business and the Company may avail itself of his
consulting services in the future.

On June 14, 2001 Peter Katevatis, Esq. Chairman CEO entered into an agreement
with Drexel University, a Pennsylvania non-profit institution of higher
education wherein the parties agreed to explore a mutually satisfactory
arrangement or collaboration to develop uses for Mediscience's technology in the
field of fluorescence medical imaging. Drexel's successful efforts leading to
such funding would provide Drexel with compensation and/or equity interest from
Mediscience. This relationship is presently dormant.

Effective July 9th 2001 Peter Katevatis, Esq. Chairman CEO on behalf of the
Company entered into a three-year employment agreement with Mr. Sidney
Braginsky, who assumed the role of President COO and Board of Director Member of
Mediscience Technology under a milestone structured equity compensation
agreement. (See 8-K dtd July 25, 2001; see Part III ITEM 9 "Braginsky" CV).
Effective April 26, 2003 Mr. Sidney Braginsky, and the Registrant agreed to the
termination of his July 9, 2001 agreement. He will continue as a Board member
providing consulting services to the Board and President COO Michael Engelhart
as needed. (See ITEM 13 subsequent events and 8-K filing dated March 13, 2003)


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<PAGE>

Effective June 10, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed a new contract with the Research Foundation City
University of New York (RFCUNY), that supercedes all prior agreements with
(RFCUNY), restructures all MTC debt to RFCUNY and reduces MTC royalty rate from
5% to 3.25% as to all patent/patent applications of a medical nature in exchange
for the following consideration to (RFCUNY): 1. Registrant's cash payment of
$85,045.00, 2. Registrant's issuance to RFCUNY of 283,228 SEC144 shares. 3.
Registrant's issuing a five (5) year. Warrant to (RFCUNY) providing (RFCUNY) the
right to purchase six hundred thousand (600,000) SEC144 shares at one dollar
($1.00) per share. The agreement protects Registrant by affirming Registrant's
ownership and/or exclusive license of all MEDICAL APPLICATIONS embodied in
Registrants patent list attached to the contract as exhibit A. (RFCUNY) has a
prior warrant to purchase five hundred thousand (500,000) shares of Mediscience
common Rule 144 shares at one dollar ($1.00) per share expiring December 31,
2003. Total warrants presently in RFCUNY for Mediscience common SEC 144 shares
is One Million one hundred thousand (1,100,000).

In addition, according to the terms of our research and licensing agreement with
the University, the Company must negotiate a minimum royalty Agreement within 5
years of the date of filing for all licensed patents for which product
commercialization has not yet occurred. The Company has negotiated with the
Research Foundation and extended the period of exclusivity for all intellectual
property. The Company holds and totally owns certain patents independent of CUNY
e.g "516 as reviewed and expanded by the US Patent Office" that are not so
affected which are seminal to its basic technology.

Effective May 31, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed and fully funded a new agreement with "The
Institute for Ultra fast Spectroscopy and Lasers Center for Ultrafast Photonics
and Mediphotonics Laboratory of City University of New York". Term: July 1, 2002
to June 30, 2003. The agreement provides continual technical and research
assistance to Registrant in support of existing and anticipated clinical trials
in the United States and India. See Registrants 8-K filed June 1, 2002

The Company is eligible to receive benefits under the State of New Jersey
Technology Business Tax Certificate Program. This program allows emerging
technology and biotechnology businesses to sell their unused Net Operating Loss
(NOL) carryover to any New Jersey corporate taxpayer for no less than 75% of the
audited and allowable tax benefit through the sale of its New Jersey Net
Operating Loss carryover. On its June 28, 2000, the Company submitted an
application for benefits and was approved. The Company received $237,556 in net
proceeds from the sale. On January 23, 2001 registrant paid the Research
Foundation of CUNY $175,000 thus satisfying its immediate financial obligations
and curing all present patent issues with RF/CUNY. See 8-K filing dated May 10,
2001 also registrants November 10-Q filing. City University has agreed to accept
receipts from the Company's tax sale to repay the outstanding obligation over a
three-year period. This agreed payment structure to RF/CUNY has been fully
accomplished


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In relation to the sale of unused Net Operating Loses, the Company entered into
a three-year agreement on favorable terms (83.3%) with a New Jersey taxpayer,
Public Service Electric and Gas Co. to purchase the NOL. On September 27, 2001
Peter Katevatis Esq. successfully re-negotiated this percentage increasing it
from 83.3% to 87.0%. On November 16, 2001 our (2nd) application for State fiscal
year 2002 (July 1.2001 to June 30 2002) was approved with authority to transfer
$278,008 from present total tax benefits of $513,070 based on our total State
audited NOL as of 2001 of $5,700,779. Under the terms of our agreement with
PSE&G the Company received $241,867 in proceeds on January 3, 2002. The Company
filed for tax benefits in the fiscal year 2003 pursuant its existing agreement
with PS&G of New Jersey and received $217,712 on December 20, 2002 on the same
terms and conditions of 87.0%. This completed the present three-year contract
relationship with Public Service Electric and Gas Co. of NJ. and effectively
used all of the Company's presently available NOL.

Our Products

We have developed three prototype products that employ our technology for cancer
Diagnosis; they include the Cancer Detection ("CD") Scan, CD Ratiometer and CD
Map. These devices use lamplight to provide a broad spectrum of safe, scanning
excitation light wavelengths to insure that the appropriate target tissue
molecules are sufficiently fluoresced to provide maximum diagnostic sensitivity.
A fiber optic probe is attached to each of our devices to transmit the optical
excitation signal and to retrieve the native fluorescence response. We believe
that the CD instruments have a great deal of versatility and a broad range of
potential alternative applications depending on the preferred configuration of
the fiber optic probe. For example, the fiber optic probe can be configured as a
Convenient hand held probe for easy-to-access areas such as the oral cavity or
the skin surface, or the optical fiber can be fed down the working channel of a
rigid or flexible endoscopes for assessment of the upper or lower GI tract,
through a cystoscope for study of the urinary tract, a colposcope for
gynecological evaluation or a laparoscope's for evaluation of internal organs,
and even through a core biopsy needle to optically assess breast tumors or other
deep tissue tumors, such as sometimes occur in the pancreas, liver or prostate.
The CD Scan product prototype is oriented to medical research. It is designed to
provide optical scanning capability over a broad spectrum of optical wavelengths
for evaluation of tissue. We use the CD Scan whenever possible to help define
the critical scanning and emission wavelengths for our two other prototypes
products.

On the other hand we are designing the CD Ratiometer as a simple, compact
instrument with user-friendly features and characteristics. It is being designed
to optically assess the scanned tissue only at pre-established optical
wavelengths and to instantaneously report out a "yes "no" or "maybe" result on a
computer screen. We expect that the CD Ratiometer with its anticipated
assortment of disposable probe designs will be the preferred product for medical
practitioners to use in the office or clinical setting.

The CD Map is a vision instrument that is being designed to optically
interrogate an area of tissue rather than selective individual points. Although
it is at an earlier stage of design


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than either the CD Scan or CD Ratiometer, it is expected to report out similar
results but in the form of a colored map on a computer screen distinguishing
normal areas from abnormal areas via color differentiation. If we can
successfully develop the CD Map, we expect it to be especially useful in
assisting cancer surgeons in clearly defining the surgical margins of tumors,
real time, during cancer surgery without the use of extrinsic dyes, drugs or
other invasive agents.

Research and Product Development

The potential utility of native tissue fluorescence spectroscopy for in vivo
cancer detection in humans was first discovered by Professor Robert R. Alfano,
Distinguished Professor of Physics and Engineering at the City College of the
City University of New York ("CUNY") in the early 1980's. Subsequent to the
acquisition by the Company of LDI from Dr. Alfano in 1988, we developed a
research agreement with the Research Foundation of CUNY to provide us with
research and development services. In 1992, the Company, CUNY, and the Research
Foundation of CUNY established the Mediphotonics Laboratory ("MPL") at the City
College of New York to provide research and development services in the area of
tissue spectroscopy and cancer detection and other biological applications.

The staff of MPL, which is supervised by Dr. Alfano, developed our current CD
prototype devices. MPL has also conducted in vitro, pre-clinical testing of
various human tissue types such as breast, cervical, colon and the upper
aerodigestive tract, to develop the preferred optical scanning and emission
wavelengths that yield the most definitive information about the native
fluorescence characteristics of specific scanned tissue. The insight gained from
this work has been the principal source of knowledge for the subsequently issued
and pending patents which the Company either owns outright or for which it
possesses a world wide exclusive license, and which the Company regards as
pioneering, blocking and dominant in the area of cancer diagnosis using
fluorescence. The information derived from this work was also the source for a
number of scientific papers published in peer-review journals and for
presentations made at scientific symposia. This in-vitro pre-clinical research
and development work also provided the starting basis for the optical scanning
parameters for the Company's in vivo human clinical studies.

The Company entered into a support contract with the Ultra-fast Spectroscopy and
Lasers Center for Ultrafast Photonics and Mediphotonics Laboratory of City
University of New York". Term: July 1, 2002 to June 30, 2003. The agreement
provides continual technical and research assistance to Registrant in support of
existing and anticipated clinical trials in the United States and India. See
Registrants 8-K filed June 1, 2002. We plan to continue our support of relevant
programs when, and if, current fund raising efforts are successful.


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Clinical Development

Our CD products are designed primarily to be used directly on human patients
in-vivo. Part of the process of product development and FDA approval is the
development of sufficiently compelling clinical evidence to demonstrate safety
and effectiveness of one or more of the Company's prototype CD products for each
intended diagnostic application (labeled or intended use). Because of the
anticipated clinical utility of our technology and prototype CD products, we
have been able to develop important collaborative relationships with some of the
most highly regarded cancer center research hospitals in the United States to
assist in the clinical evaluation of our prototype products. These institutions
include Memorial Sloan-Kettering Cancer Center, Columbia Presbyterian Hospital
and the New York Hospital (Cornell Medical Center), each of New York, and the
Massachusetts General Hospital (Harvard Medical School) in Boston

A Phase I clinical feasibility study of the upper aerodigestive tract was
carried out at Memorial Sloan-Kettering under the principal investigation of
Stimson P. Schantz, M.D., Associate Professor of Surgery and Director of Cancer
Prevention. It was established in this study that the Company's CD Scan
prototype product is able to distinguish between cancerous and normal tissue in
the oral cavity using its technology. A Phase II clinical study in the upper
aerodigestive tract is scheduled to begin when funding is available.

Another planned, Phase I clinical study will be conducted at New York Hospital's
Cornell Medical Center to assess the potential utility of the Company's CD
Ratiometer with fiberoptic probe adapted to a flexible endoscope furnished by
Pentax Precision Instrument Corporation for monitoring Barrett's Esophagus. On
April 24, 1997, we entered into a clinical trial agreement and provided initial
funding for this clinical study. However, further progress on this study will
require additional funding which cannot be provided at this time due to resource
constraints. Barrett's Esophagus is a malady that is thought to be a possible
precursor to esophageal cancer in certain people. Barrett's patients are
routinely monitored because of the heightened risk that a small proportion of
them are predisposed to the development of esophageal cancer. The current
medical practice requires that multiple excisional biopsies be taken during
regularly scheduled follow-up appointments (typically annually) to monitor the
progression of the disease. The practice is painful, costly and probably
unnecessary in the majority of Barrett's patients, but the current state of
medical practice does not provide sufficient molecular information to
distinguish between the high risk group and the lower risk group. It is hoped
that endoscopic application of our technology will provide gastroenterologists
with the ability to better assess the condition of Barrett's tissue without a
need for painful multiple biopsies. It is also hoped that this additional
molecular information will provide the ability to assess the relative risk of
Barrett's patients to the development of esophageal cancer allowing
gastroenterologists to establish individual patient monitoring schedules
appropriate to their relative level of perceived risk. Dr. Basuk has reported
that his work shows that UV emission measurements can effectively distinguish
normal esophageal tissue from Barrett's or adenocarcinoma. Further, preliminary
data also indicates that the combination of UV emission and excitation
measurements can potentially separate Barrett's from dysplasia and cancer as
well as from normal tissues. On March 19, 1999 the NEW ENGLAND JOURNAL of
MEDICINE (Vol.340, No. 11) reported on a study of "Symptomatic Gastrosophageal
Reflux as a risk factor for esophageal


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Adenocarcinoma," concluding that there is a strong and probable causal relation
between gastrosophageal reflux and esophageal adenocarcinoma. Esophageal
adenocarcinoma is treatable but rarely curable, mortality is high and successful
treatment depends on early detection, thus screening high-risk patients would be
appropriate. Mediscience experience in excitation of important tissue molecules
shows improved diagnostic accuracy in the range of 80 to 90 percent with
measurement time of a few seconds (real-time). The greatest incidence of this
decease is seen in males over age 60, with the major risk factors being the use
of alcohol and tobacco.

Business Development and Marketing

More than 120,000 new cancer cases are diagnosed annually in the United States
according to the American Cancer Society. It is estimated by Theta Corporation,
a market research firm, that as many as 85 million people currently alive in the
United States, nearly 1/3 of the population, will develop cancer during their
lifetimes. Cancer care and treatment is estimated to cost $104 billion annually,
$35 billion of which is estimated to be the direct cost of the disease. Cancer
therapy has progressed rapidly in recent years but the axiom that early
diagnosis is critical for successful treatment for the majority of cancer types
still remains true.

Although several cancer screening techniques have been developed for the early
indication of various types of cancer in humans, such as, mammography for breast
cancer, PAP tests for cervical cancer, PSA tests for prostate cancer and chest
x-rays for lung cancer, excision biopsy is still the "gold standard" for making
a definitive cancer diagnosis and for cancer staging, i.e., determining the
extent of the progression of the disease prior to mapping out the most
appropriate course of therapy.

The excision biopsy, however, often requires a significant amount of surgical
intervention to collect an adequate tissue sample to make a proper diagnosis and
staging determinations. The process can sometimes expose the patient to
unnecessary risks, lengthy hospital stays, long recovery times, pain and
discomfort and significant health care expense. The Company's technology is
believed to offer the potential of a less physically invasive method to diagnose
and stage a variety of cancers without the excessive costs and potentially
debilitating effects of biopsy. The most widely practiced technique for
definitive diagnosis of breast cancer, the leading cause of death among American
women between the ages of 40 and 55, is open surgical biopsy (a specific type of
biopsy) which is done under a general anesthetic and typically results in
surgical excision of a golf ball-sized mass of breast tissue. About 800,000 such
procedures are performed annually in the United States at an estimated annual
cost of between $2 billion and $4 billion. If the Company can successfully adapt
its technology to diagnose and stage breast cancers, it believes it will save up
to half the current cost by reducing and /or eliminating extensive hospital
stays and frequency of surgery as well as impacting significantly the amount of
patient discomfort for those patients medically determined to have cancer, and
eliminate most of the trauma for the 70% to 80% of the patients who are found
not to have cancer.


                                     - 12 -
<PAGE>

We believe that our technology incorporated into one or more of our prototype CD
products will be useful in diagnosing and staging for more than half of the
various types of cancers. In addition to the pre-clinical and clinical
evaluations currently projected or already completed, i.e., upper aerodigestive
tract, breast and esophagus, we are in the process of creating a prioritized
list of other potential applications to evaluate on a pre-clinical basis. If
successful, on a pre-clinical basis, we contemplate progressing to the clinical
evaluation phase and pre-market approval ("PMA") application phase.

We plan to develop certain of our CD products for diagnostic applications,
(sometimes referred to as "labeled indications"), that we will ultimately market
for our own account in the United States. In addition, we plan to co-develop one
or more of our prototype CD products for specific cancer diagnostic applications
with one or more selected other companies. We have nurtured relationships with a
small number of highly qualified companies which have expressed interest in
working with us to co-develop one or more of our existing CD prototype products
or possible variations thereof in exchange for certain as yet undetermined
rights to commercially exploit a finished approved product in the marketplace or
a geographic segment thereof.

We have, in the past, and continue to presently encourage these possible
collaborations especially with firms that have strong existing franchises in
certain specialized fields of diagnosis and treatment and who have established
reputations with prospective purchasers of diagnostic products and who have
proven selling, marketing and distribution capabilities. A select number of
these kinds of relationships, if we are successful in fostering them, are
expected to add value to the Company by leveraging the our financial resource
base with development and licensing revenues that the Company can then use to
help fund the development of its own products.

We also believe that a market for our CD products will exist in the European
Union and possibly Asia. We contemplate making a concerted effort to identify
one or more possible licensees to help develop our products or variations
thereof for the key markets of the European Union during 2002-3. We will also
make a preliminary investigation of the potential for our products in Asia and
if the findings are positive, will develop a strategy for exploiting our
technology in that region as well.

Manufacturing

Our prototype products have been assembled to date by the staff of the MPL at
the City College of New York from components that are generally readily
available from one or more sources in the marketplace. We contemplate continuing
with this approach until the quantity of devices projected to be required makes
it appropriate and necessary to find a contract manufacturer. Although
additional design improvements will likely be required to refine the current
prototype products for commercial use, we still believe that the key components
will be available from one or more suppliers. We executed a lease agreement,
dated January 19, 1997 with City College providing for 900 square feet of space
as an "incubator" in which prototypes of the products have been designed and
assembled by MPL staff working in concert with personnel from an engineering
design


                                     - 13 -
<PAGE>

firm engaged by the Company. The lease has terminated by its terms and our
prototypes are completed.

We plan to outsource the manufacture and assembly of our medical device products
to contract manufacturers when it is no longer feasible for the MPL to perform
that service. Our contract manufacturer(s) will be selected from a list of
highly qualified companies who are familiar with the regulatory requirements of
the FDA for the manufacture of medical devices, who are registered with and in
good standing with the FDA and who employ current Good Manufacturing Practices
(GMP) in accordance with FDA guidelines. Pepco Manufacturing Company ("Pepco")
of Somerdale, N.J., is owned by John M. Kennedy, an officer, director and a
principal of the Company. It is believed that Pepco is currently or can become
qualified to manufacture our products. Additionally, an opportunity for a
business arrangement with a major marketing co-developer could involve
manufacture as well.

Research Arrangements with the City University of New York

In June 1992, the Company and the Research Foundation of CUNY established the
MPL at the Institute of Ultrafast Spectroscopy and Lasers ("IUSL") at the City
College of New York. Dr. Robert Alfano, Distinguished Professor of Physics and
Engineering at City College and Director of the IUSL, is also responsible for
supervising the operations of the MPL. The IUSL includes approximately 60
scientists of which about 20 hold Ph.D's, 9 hold various other graduate degrees
and about 30 are graduate students from which the MPL draws its research, talent
and expertise. On January 8, 2001 The Coherent Laser Group and the Center for
Fluorescence Spectroscopy awarded Dr. Robert R. Alfano the Lifetime Achievement
Award in Biomedical Optics in recognition of his work in this exiting field.

Until July, 1998, the Company provided annual funding grants to the MPL in
accordance with a budget of activities and expenditures negotiated between the
Company, CCNY, and the Research Foundation of CUNY. The arrangement was
renewable annually and could be terminated without cause by either party upon 90
days notice prior to June 1st of each year. The contract with CUNY
"Establishment of the MediPhotonics Laboratory" was extended by agreement at no
cost until October 1, 1998. Because of funding limitations, the Company was
unable to renew its contract following expiration of the October 1998 extension.
We plan to resume our support of relevant programs when, and if, current fund
raising efforts are successful. For reference, the Company committed to funding
of $406,353 for the 1997/1998 budgetary years, $431,017 for the 1996/1997
budgetary year, and $242,948 and $245,750 for the budgetary years ending on May
31, 1996 and May 31, 1997, respectively. See 8-k dated 5/15/2001 payment of
$175,000 to CUNY Research Foundation Effective June 10, 2002 and unanimously
approved by the Board of Directors June 10, 2002 Registrant executed a new
contract with the Research Foundation City University of New York (RFCUNY), that
supercedes all prior agreements with (RFCUNY), restructures all MTC debt to
RFCUNY and reduces MTC royalty rate from 5% to 3.25% as to all patent/patent
applications of a Medical nature in exchange for the following consideration to
(RFCUNY): 1. Registrant's cash payment of


                                     - 14 -
<PAGE>

$85,045.00, 2. Registrant's issuance to RFCUNY of 283,228 SEC144 shares. 3.
Registrant's issuing a five (5) year. Warrant to (RFCUNY) providing (RFCUNY) the
right to purchase six hundred thousand (600,000) SEC144 shares at one dollar
($1.00) per share. The agreement protects Registrant by affirming Registrant's
ownership and/or exclusive license of all MEDICAL APPLICATIONS embodied in
Registrants patent list attached to the contract as exhibit A. (RFCUNY) has a
prior warrant to purchase five hundred thousand (500,000) shares of Mediscience
common Rule 144 shares at one dollar ($1.00) per share expiring December 31,
2003. Total warrants presently in RFCUNY for Mediscience common SEC 144 shares
is One Million one hundred thousand (1,100,000).

The objective of the MPL is to research the use of light and ultra fast laser
technology for cancer diagnosis and therapeutic purposes. The major projects of
the MPL have been the development of the Company's prototype products, CD Scan,
CD ratiometer and CD Map, including the enhancement of fiberoptic attachments to
enable devices to be used with various types of endoscopes and core biopsy
needles. The MPL has additionally conducted in-vitro preclinical evaluation of
various tissues to determine the most appropriate excitation and emission
wavelengths for use with a device for different types of human tissue and
cancers, assembled the prototype CD products for use in vivo for human clinical
trials and created the algorithms and computer software necessary for the
accurate performance of the instruments.

Prior to the current arrangement, the Company and the Research Foundation of
CUNY on behalf of the City College of New York worked together under a Research
Agreement pursuant to which the Company and the City College of New York jointly
sponsored the research and development of a cancer detection apparatus using
visible luminescence. The results of such research includes the development of
the proprietary rights that are subjects of several of the Company's patents and
the development of some of the Company's prototype products. The Research
Agreement provided that all patent rights on any CD inventions conceived or
discovered during its term vest in the Company, subject to a royalty payable to
the Research Foundation of CUNY of 5% of the sales of products resulting from
any of the inventions. Beginning in 1992 in concert with the formation of the
MPL, new inventions and patentable discoveries were assigned to the Research
Foundation of CUNY and the Company was (or will be) granted an exclusive
worldwide license to exploit the inventions. The royalty rate was reduced to
3.5% of the sales of products resulting from patented inventions conceived or
discovered subsequent to June 1, 1992. The Research Foundation of CUNY owns all
copyright and publication rights to the results of the research, subject to the
Company's right to produce, translate and use all materials copyrighted by the
Research Foundation of CUNY for the Company's own purposes on a royalty-free,
non-transferable and non-exclusive basis. In the event the Company has not made
any lawful sale of any products or sublicensed any patents at or above
reasonable market price within 5 years from the date of patent application, the
Company has agreed to negotiate a minimum royalty or return all rights with
respect thereto to the Research Foundation of CUNY.


                                     - 15 -
<PAGE>

In 1994, the Company became a consortium industrial partner in the CUNY Center
for Advanced Technology in Ultra fast Photonic Materials and Applications (the
"CAT"). The participation fee paid was $25,000. The Company's membership in the
CAT has brought it into contact with other members of the New York State CAT
consortium partners and has facilitated in several SBIR and NIST proposals. The
Company presently has a non-financial but continuing discretionary commitment to
the CAT.

Competition

The development of minimally diagnostics for cancer detection is driven by a
critical need for more cost effective screening procedures with increased
sensitivity and specificity. In-vivo tissue auto fluorescence spectral analysis,
as pioneered by Mediscience Technology is a paradigm shift emerging diagnostic
technology with clear potential to favorably impact health care clinical
outcomes as well as economics. In spite of what we believe is a seminal and
dominant Mediscience intellectual property position (in the United States),
there is intense competitive activity in this area, with at least seven
companies conducting active research and development programs.

Specifically:

Xillix Technology Corporation*, (Richmond, B.C. Canada) is currently the only
competitor with a commercial product (LIFE-Lung System). The Xillix system,
until recently, marketed by Olympus Corporation (Japan) at a cost of
approximately $200,000 uses visible light based auto-fluorescence spectroscopy
to detect and localize lung cancer. In association with Olympus, Xillix is also
working actively to extend application of the technology to the GI tract and
cervix. On July 22, 1999, Xillix announced that it was launching legal action
against Olympus for "secretly filing and prosecuting patents potentially
competitive to those of Xillix." On August 19, 1999, Xillix announced that it
had suspended all development and distribution of its products and had
terminated almost 80% of its professional and support staff in order to conserve
capital for the prosecution of its legal claims. *NOTE: As of July 9, 2001
Sidney Braginsky former President of Olympus USA has assumed the role of
President COO and Board of Director Member of Mediscience Technology under a
three-year milestone structured equity compensation agreement. (see 8-K dated
July 25, 2001) (See subsequent events)

LifeSpex, Inc., (Kirkland, WA) is developing two products based on tissue
auto-fluorescence - Cerviscan(tm) for the detection of cervical cancer, and
Dermascan(tm) for skin cancer. Lifespex recently reported success in a 100
patient cervical cancer clinical trial in Canada, claiming 98% sensitivity and
95% specificity. LifeSpex is a privately held company with venture funding from
J&J Development Corporation, The Centennial Funds and Vanguard Venture Partners.
During the 2nd quarter of 1999, it was reported that the Hoya Corporation made
an equity investment in LifeSpex to fund Cerviscan(tm) development and clinical
trials.

Polartechnics, Inc (Sidney, Australia) is developing the TruScan(tm) tissue
auto-fluorescence probe for cervical cancer detection. The company anticipates
initiating


                                     - 16 -
<PAGE>

clinical trials in Europe in 1999 and in the U.S. in 2000+ (favorable data is
referenced from a previous pilot study in the U.K. using an early version of the
TruScan(tm) device). Polartechnics currently has a strategic marketing alliance
with J&J Ethicon. In 1998, Polartechnics raised $8MM through a rights issue;
they also received a $0.75MM milestone payment from J&J and a $0.9mm grant from
the Australian government. The company projects a 2000 European launch for
TruScan(tm).

MediSpectra, Inc. (Lexington, MA) is developing an optical biopsy system for the
detection of cervical cancer based on tissue fluorescence. In 1998 MediSpectra
raised $9.0MM in a private placement through Euclid Partners (Lexington, MA).

SpectrRx, Inc. (Norcross, Ga) is developing a biophotonics technology for the
detection of both cervical and skin (melanoma) cancers. In August 1999, SpectRx
reported favorable results in cervical scans of 53 patients at three sites using
colposcopy and pathology as reference standards; diagnostic sensitivity and
specificity were not reported; the study is ongoing. In February 1999, SpectRx
entered into an agreement with Welsh Allyn to develop biophotonics products for
the diagnosis of cervical cancer. SpectRx also has strategic alliances with
Respironics and Abbott for the development of unrelated diagnostic products.

Spectra Science, Inc. (Minneapolis, NM) is focused on the development of an
Optical Biopsy Forceps for polyp evaluation in the lower GI tract. In 1998,
Spectra Science completed a multi-center trial for colorectal cancer in 306
patients; a diagnostic sensitivity of 96.5% vs. 86% from visual observation was
claimed; specificity, however, was reported to have decreased from 46% to 43%.
In 1999, the company filed a PMA submission with the U.S. FDA for this
indication. In February 1999, the company raised an additional $2.2MM in funding
from venture capital sources.

Karl Storz Gmbh & Co. (Tuttlingen, Germany) is known to be pursuing the
development of a fiberoptic lung imaging system based on visible auto
fluorescence.

We are aware of other approaches to cancer screening based on X-ray, CT,
ultrasound, magnetic resonance and radionuclide imaging technologies; these,
however, are based on the detection of intra-tissue structural abnormalities and
are not ideally suited to the evaluation of tissue surface lesions. Our
proprietary approach based on imaging and analysis of autofluorescence native
spectra represents a new diagnostic paradigm. It offers the promise of providing
a more cost effective and user friendly screening procedure with increased
sensitivity and specificity, and ultimately, of replacing excision biopsy as the
diagnostic standard.

While we believe that we have a dominant intellectual property position that
will ultimately permit us to achieve leadership in this important new area,
competition from both new and established firms will continue to be intense.
Many of these firms have greater resources than the Company, and more experience
in the field of cancer diagnostics. Finally, there can be no assurances that the
Mediscience Technology, even if developed successfully, will be accepted
commercially in the marketplace.


                                     - 17 -
<PAGE>

Government Regulation (FDA) Matters

The FDA classifies medical devices into one of three classes, Class I, II, or
III. This classification is based on the controls deemed necessary by the FDA to
reasonably insure the safety and effectiveness of the device. Class I devices
are those whose safety and effectiveness can be reasonably ensured through the
use of general controls, such as labeling, adherence to GMP requirements and the
"510-(k)" process of marketing pre-notification. Class II devices are those
whose safety and effectiveness can reasonably be ensured through implementation
of general and special controls, such as performance standards, post market
surveillance, patient registries, and FDA guidelines. Class III devices are
those devices that must receive pre-market approval ("PMA") to insure their
safety and effectiveness. They are generally life-sustaining, life-supporting,
or implantable devices, and also include devices that are not substantially
equivalent to a legally marketed Class I or II device or to a Class III device
first marketed prior to May 28, 1976 for which a PMA has not yet been requested
by the FDA.

We believe that the projected clinical indications for our native tissue
fluorescence spectroscopy devices (CD Scan, CD Ratiometer and CD Map) will cause
them to be classified as Class III medical devices because they lack substantial
equivalency to a legally marketed Class I or II device or a pre-1976 Class III
device. Because of this classification, we do not qualify for the 510-(k)
process (market pre-notification) of regulatory compliance. Instead we are
obliged to submit a full PMA to the FDA for its careful review and, hopeful,
approval. Laboratory versions of our native tissue fluorescence spectroscopy
devices for non-clinical in vitro applications may face a less lengthy approval
process.

FDA review and approval of PMA applications usually takes from 12 to 24 months
after they are submitted and considered "complete" (meaning that they are
sufficiently in compliance with filing requirements that the FDA will
substantively review the application) but sometimes can take longer and on rare
occasions can take less time. Additional delay often results from insufficient
clinical data to satisfactorily prove safety and effectiveness for the proposed
intended use of the device and it is not unusual for an applicant to be required
to produce additional data to satisfy an objection raised by the FDA in its
review process prior to granting a PMA.

Although we believe that our cancer diagnostic products will ultimately be
approved, there is no assurance the FDA will act favorably or quickly in making
such reviews and approving our products for sale. We may encounter delays or
unanticipated costs in our efforts to secure governmental approvals or licenses,
which could delay or possibly preclude us from marketing our CD products.

To the extent that we intend to market our CD products in foreign markets, we
will be subject to foreign governmental regulations with respect to the
manufacture and sale of our medical device products. We cannot accurately
estimate the cost and time that will be required in order to comply with such
regulations.


                                     - 18 -
<PAGE>

Patents and Proprietary Rights

The medical device industry places considerable importance on obtaining patent
protection and protecting trade secrets for new technologies, products, and
processes because of the substantial length of time and expense associated with
bringing new products through development and regulatory approval to the
marketplace. Accordingly, the Company or the Research Foundation of CUNY files
patent applications to protect technologies that the Company believes are
significant to the development of the Company's business. The Company either
owns or holds exclusive licenses to 27 U.S. patents, plus 1 in Japan, for a
total of 28, and has rights to exclusively license an additional 10 U.S. patents
pending. There can be no assurance, however, that the pending patent
applications will ultimately issue as patents, or if patents do issue, that the
claims will be sufficiently broad to protect what the Company believes to be its
proprietary rights. In addition, there can be no assurance that issued patents
or pending patent applications will not be challenged or circumvented by
competitors, or that the rights granted thereunder will provide competitive
advantage to the Company. Effective June 10, 2002 and unanimously approved by
the Board of Directors June 10, 2002 Registrant executed a new contract with the
Research Foundation City University of New York (RFCUNY), that supercedes all
prior agreements with (RFCUNY), restructures all MTC debt to RFCUNY and reduces
MTC royalty rate from 5% to 3.25% as to all patent/patent applications of a
Medical nature in exchange for the following consideration to (RFCUNY): 1.
Registrant's cash payment of $85,045.00, 2. Registrant's issuance to RFCUNY of
283,228 SEC144 shares. 3. Registrant's issuing a five (5) year. Warrant to
(RFCUNY) providing (RFCUNY) the right to purchase six hundred thousand (600,000)
SEC144 shares at one dollar ($1.00) per share. The agreement protects Registrant
by affirming Registrant's ownership and/or exclusive license of all MEDICAL
APPLICATIONS embodied in Registrants patent list attached to the contract as
exhibit A. RFCUN has a prior warrant to purchase five hundred thousand (500,000)
shares of Mediscience common Rule 144 shares at one dollar ($1.00) per share
expiring December 31, 2003. Total warrants presently in RFCUNY for Mediscience
common SEC 144 shares is One Million one hundred thousand (1,100,000).

The Company also relies on trade secrets and know-how that it seeks to protect
in part, through the use of confidentiality agreements. There can be no
assurance that these agreements will not be breached, that the Company will have
adequate remedies for any breach, or that the Company's trade secrets and
know-how will not otherwise become known to or independently developed by
competitors.

Third Party Reimbursement

If we are successful in developing our cancer diagnostic technology, and our
technology is incorporated into medical devices that are used by health care
providers for diagnostic testing for which the providers may seek reimbursement
from third-party payers, principally, in the United States, Medicare, Medicaid
and private health insurance plans, and in many other countries, typically
national government sponsored health and welfare plans, such reimbursement will
be subject to the regulations and policies of governmental


                                     - 19 -
<PAGE>

agencies and other third-party payers. Reduced governmental expenditures in the
United States and in many other countries continue to put pressure on diagnostic
procedure reimbursement. We cannot predict what, if any changes, may be
forthcoming in these policies and procedures, nor the effect of such changes on
our business potential.

Other Technologies and other applications

In addition to our developments in native tissue fluorescence spectroscopy we
have also invented certain other potentially useful diagnostic optical imaging
technology. The optical imaging technology uses laser light to image dense
tissues by capturing the early photons of light shown through the imaged tissue
and gating off the scattered, later arriving light, which reduces the
interference and results in clearer images than can be traditionally be seen
using currently available optical imaging technologies, such as, computed
tomography scanning or x-rays or mammograms. In 1997 the Company and General
Electric Company ("GE") acting on behalf of its Corporate Research and
Development component signed a five-year non-exclusive Collaborative Research
Agreement to explore potential uses of our optical imaging technology. To this
date, no material activity has occurred under this contract.

Significant Patents covered by the present May 31,2002 contract with the
Research Foundation City University of New York (RFCUNY), see 8-K filed June 1,
2002, superceding all prior agreements with (RFCUNY). RFCUNY/Mediscience May 31,
2002 contract Attachment "A" MTC Licensed/Funded Patents:

                                  ATTACHMENT A

                      Medical Diagnostic Optical technology

#5,042,494, August 27, 1991, Method and Apparatus for Detecting Cancerous Tissue
using Luminescence Excitation Spectra, R. R. Alfano.

#5,131,398, July 21, 1992, Method and Apparatus for Distinguishing Cancerous
Tissue from Benign Tumor Tissue, Benign Tissue or Normal Tissue using Native
Fluorescence, R. R. Alfano, B. Das, G. Tang.

#5,261,410, November 16, 1993, Method for determining if a Tissue is a Malignant
Tumor Tissue, a Benign Tumor Tissue, or a Normal Benign Tissue using Raman
Spectroscopy, R. R. Alfano, C.-H. Liu, W. S. Glassman.

#5,293,872, March 15, 1994, Method for Distinguishing between Calcified
Atherosclerotic Tissue and Fibrous Atherosclerotic Tissue or Normal
Cardiovascular Tissue Using Raman Spectroscopy, R. R. Alfano, C. H. Liu


                                     - 20 -
<PAGE>

#5,348,018, September 20, 1994, Method for determining if Tissue is Malignant as
opposed to Non-Malignant using Time-Resolved Fluorescence Spectroscopy, R. R.
Alfano, A. Pradhan, G. C. Tang, L. Wang, Y. Budansky, B. B. Das.

#5,413,108, May 9, 1995, Method and Apparatus for Mapping a Tissue Sample for
and Distinguishing Different Regions thereof based on Luminescence Measurements
of Cancer-indicative Native Fluorophor, R. R. Alfano.

#5,467,767, November 21, 1995, Method for Determining if Tissue is Malignant as
opposed to Non-Malignant using Time-resolved Fluorescence Spectroscopy, R. R.
Alfano, Asima Pradhan, G. C. Tang, L. Wang, Y. Budansky, B. B. Das.

#5,635,402, June 3, 1997. Technique for Determining whether a Cell is Malignant
as opposed to Non-malignant using Extrinsic Fluorescence Spectroscopy, R. R.
Alfano, Cheng H. Liu, Wei L. Sha, Yury Budansky.

#5,769,081, June 23, 1998, Method for Detecting Cancerous Tissue using Optical
Spectroscopy and Fourier Analysis, R. R. Alfano, A. Katz, Y. Yang.

#5,849,595, December 15, 1998, Method for Monitoring the Effects of
Chemotherapeutic Agents on Neoplasmic Media, R. R. Alfano, G. C. Tang, S. P.
Schantz.

#5,983,125, November 9, 1999, Method and apparatus for in vivo examination of
subcutaneous tissues inside an organ of a body using optical spectroscopy, R. R.
Alfano, Y. Budansky.

#6,006,001, December 21, 1999, Fiber optic assembly useful in optical
spectroscopy, R. R. Alfano, S. Demos, G. Zhang.

#6,080,584, June 27, 2000, Method and apparatus for detecting the presence of
cancerous and precancerous cells in a smear using native fluorescence
spectroscopy, Robert R. Alfano, Singaravelu Ganesan, and Yury Budansky.

#6,091,985, July 18, 2000, Detection of cancer and precancerous conditions in
tissues and/or cells using native fluorescence excitation spectroscopy, Robert
R. Alfano, Singaravelu Ganesan, Alvin Katz, Yang Yuanlong.

                      Optical Imaging for Medical Purposes

#5,371,368, December 6, 1994, Ultrafast Optical Imaging of Objects in a
Scattering Medium, R. R. Alfano, P. P. Ho, L. Wang.

#5,625,458, April 29, 1997, Method and System for Imaging Objects in Turbid
Media using Diffusive Fermat Photons, R. R. Alfano, A. Y. Polishchuk.


                                     - 21 -
<PAGE>

#5,644,429, July 1, 1997 (see #5,371,368), 2-Dimensional Imaging of Translucent
Objects in Turbid Media, R. R. Alfano, P. P. Ho, X. Liang.

#5,710,429, January 20, 1998, Ultrafast Optical Imaging of objects in or Behind
Scattering Media, R. R. Alfano, Feng Liu, Q. Z. Wang P. Ho, L. M. Wang, X.
Liang.

#5,719,399, February 17, 1998, Imaging and Characterization of Tissue based upon
the Preservation of Polarized Light transmitted therethrough, R. R. Alfano, S.
G. Demos.

#5,799,656, September 1, 1998, Optical Imaging of Breast Tissues to enable the
Detection therein of Calcification Regions Suggestive of Cancer, R. R. Alfano,
P. P. Ho, L. Wang, X. Liang, P. Galland.

#5,813,988, September 29, 1998, Time Resolved Diffusion Tomographic Imaging in
Highly Scattering Turbid Media, R. R. Alfano, W. Cai, F. Liu, M. Lax, Bidyut B.
Das.

#5,847,394, December 8, 1998, Imaging of Objects Based upon the Polarization or
Depolarization of Light, R. R. Alfano, S. G. Demos.

#5,931,789, August 3, 1999, Time-resolved diffusion tomographic 2D and 3D
imaging in highly scattering turbid media, Robert R. Alfano, Wei Cai, Feng Liu,
Melvin Lax.

# 6,208,886 B1, March 27, 2001, Non-linear optical tomography of turbid media,
Robert R. Alfano, Yici Guo, Feng Liu, Ping Pei Ho.

# 6,215,587, April 10, 2001, Microscope imaging inside highly scattering media,
Robert R. Alfano, Gordon Anderson, Feng Liu.

The Company and CUNY Research Foundation have been diligent in the payment of
maintenance obligations to the US Patent Office during the life of each of the
Company's significant patents

Scientific/Medical Advisory Board

The Company established a Scientific Advisory Board in January, 1993 under the
chairmanship of Professor Robert R. Alfano to provide critical review and
analysis of its research and product development programs in the area of
photonics (lasers and optics) and to serve as a source of information on new
product ideas, new technologies and current research activities. Its function
served the Company well during the formative stages of its research. Currently,
the Board consisting of Dr. Alfano and one other continuing member, is being
expanded to include increased representation from the medical arts, including
pathology, and will be staffed with medical specialists who are skilled in the
medical fields of primary interest to the Company. We believe that we will be
able to attract accomplished clinicians who will help guide us in clinical study
design aimed at gaining regulatory approval for applications of our diagnostic
technology. They will also be called upon to advise us about priorities and
unmet needs in their respective disciplines and in matters such as physician's
habits and preferences that would bear on product design and configuration.


                                     - 22 -
<PAGE>

Employees

As of February 28, 2003, the Company had two full-time employees: Sidney
Braginsky President COO, Peter Katevatis Chairman CEO and one retained
consultant, Dr. Robert R. Alfano. Neither the employees nor the retained
consultant is governed by any collective bargaining agreement; the relations
between the Company and its employees and retained consultant are believed to be
satisfactory at the present time. (See ITEM 13 subsequent events) see 8-K dated
March 13, 2003 -- as of April 26, 2003 Michael Engelhart was appointed President
COO of Registrant.

ITEM 2. DESCRIPTION OF PROPERTIES

The Company's headquarters are located at 1235 Folkestone Way, Cherry Hill, New
Jersey, which is owned by Peter Katevatis, Chairman/CEO of the Company.
Seventy-five percent of such office space is occupied in accordance with a
written arrangement with Mr. Katevatis pursuant to which the Company is required
to pay its proportionate share of total occupancy costs, maintenance, utilities
and taxes.

ITEM 3. LEGAL PROCEEDINGS

The Company is not presently a party to any litigation, nor to the knowledge of
management is any litigation threatened against the Company which may materially
affect its operation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During its fiscal year ending February 28, 2003, no matters were submitted to a
vote of the Company's security holders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded on the over-the-counter market under the
symbol "MDSC." The following table sets forth the range of high and low bid
quotations of the Company's Common Stock for the periods set forth below, as
reported by the National Association of Securities Dealers, Inc. Such quotations
represent inter-dealer quotations, without adjustment for retail markets,
markdowns or commissions, and do not necessarily represent actual transactions.


                                     - 23 -
<PAGE>

Fiscal Period                                                  Common Stock
-------------                                              ---------------------
                                                           High Bid      Low Bid

2003

1st Quarter              05/31/02                            0.13          0.10
2nd Quarter              08/31/02                            0.08          0.08
3rd Quarter              11/30/02                            0.08          0.07
4th Quarter              02/31/03                            0.12         0.115

2002

1st Quarter              05/31/01                            0.26          0.18
2nd Quarter              08/31/01                            0.15          0.15
3rd Quarter              11/30/01                            0.10          0.09
4th Quarter              02/28/02                            0.11          0.10

2001

1st Quarter              05/31/00                            0.32          0.27
2nd Quarter              08/31/00                            0.40          0.23
3rd Quarter              11/30/00                            0.22          0.20
4th Quarter              02/28/01                            0.17          0.17

(a) Holders. The approximate number of holders of record of the Company's Common
Stock and Series A Preferred Stock as of February 29, 2003 and June 4, 2003 were
907 and 8* respectively *On Dec.1 2001 with the unanimous approval of the Board
of Directors the 1972 Series "A" preferred was by agreement converted at the
rate of ten (10) shares of Mediscience Common for each share of preferred with a
total issuance of 20,740 shares to the eight (8) holders. This transaction was
valued by all parties at one dollar ($1.00) for each Mediscience Common share in
the conversion.

NAME                       1972 "A" RETIRED        COMMON SHARES RULE 144 ISSUED
----                       ----------------        -----------------------------

Nick Fisfis                       366                          3,660
John Kusturis                     244                          2,440
Thomas & Katherine
Lennox                            122                          1,220
Donald Taggart                    488                          4,880
Robert Ryeson                     366                          3,660
Vincent Valdorale                 244                          2,440
Peter Katevatis                   122                          1,220
Sylvester Kowalsky                122                          1,220

================================================================================
TOTALS                          2,074                         20,740

This conversion has retired the Series "A" 1972 Preferred with the issuance of
restricted Rule 144 per SEC Act of 1933 to each of the above during December
2001.


                                     - 24 -
<PAGE>

(b) Dividends. The Company has not paid or declared any dividends on its Common
Stock since its inception, and intends to reinvest earnings, if any, in the
Company to accelerate its growth. Accordingly, the Company does not contemplate
or anticipate paying any dividends upon its Common Stock in the foreseeable
future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Recent Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 states, among other matters, that debt extinguishments
are often routine, recurring transactions and concluded that classifying the
associated gains and losses as extraordinary items in all cases is inconsistent
with the criteria in Accounting Principles Board Opinion No. 30. The Company has
elected early application of SFAS No. 145 and reported its gain on restructuring
of payables as part of continuing operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit and Activity
(including Certain Costs Incurred in a Restructuring)," SFAS No. 146 is
effective for exit or disposal activities initiated after December 31, 2002. The
Company is currently evaluating the impact of adopting SFAS No. 146, but does
not expect it to have a material impact on its results of operations or its
financial condition.

On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45" or
the "Interpretation"), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, an
interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB
Interpretation No. 34. FIN 45 clarifies the requirements of FASB Statement No.
5, Accounting for Contingencies (FAS 5), relating to the guarantor's accounting
for, and disclosure of, the issuance of certain types of guarantees. The
disclosure provisions of the Interpretation are effective for financial
statements of annual periods that end after December 15, 2002. However, the
provisions for initial recognition and measurement are effective on a
prospective basis for guarantees that are issued or modified after December 31,
2002, irrespective of a guarantor's year-end. The Company has adopted the
disclosure provisions and does not expect the impact of adopting the recognition
and measurement provisions of FIN 45 to have a material impact on its results of
operations or its financial condition.


                                     - 25 -
<PAGE>

On January 17, 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46" or the
"Interpretation"), Consolidation of Variable Interest Entities, an
interpretation of ARB 51. The primary objectives of FIN 46 are to provide
guidance on the identification of entities for which control is achieved through
means other than through voting rights ("variable interest entities" or "VIEs")
and how to determine when and which business enterprise should consolidate the
VIE (the "primary beneficiary"). This new model for consolidation applies to an
entity which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures. FIN 46 is effective immediately,
for VIEs created after January 31, 2003. FIN 46 is effective no later than the
beginning of the first annual financial reporting period beginning after June
15, 2003. The Company is currently evaluating the impact of adopting FIN 46, but
does not expect it to have a material impact on its results of operations or its
financial condition.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS 149"). SFAS 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This Statement amends SFAS No. 133 for decisions made
as part of the Derivatives Implementation Group process and in connection with
implementation issues raised in relation to the application of the definition of
a derivative. SFAS 149 is effective for contracts entered into or modified after
June 30, 2003. The Company does not expect the requirements of SFAS 149 to have
a material impact on its results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, for certain financial instruments
with characteristics of both liabilities and equity. This statement establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. This statement
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company does not expect a material impact on
the results of operations, financial position or liquidity.

In December 2001, the SEC requested that all registrants list their three to
five most "critical accounting policies" in MD&A. The SEC indicated that a
"critical accounting policy" is one which is both important to the portrayal of
the company's financial condition and results and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. In
response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," we identified the most


                                     - 26 -
<PAGE>

critical accounting principles upon which our financial status depends. We
believe that our following accounting policies fit this definition: The
categories below are not all presently applicable to Mediscience but are
included as examples subject to edit based upon on-going corporate development
of our business. This discussion and analysis should be read in conjunction with
our financial statements and related notes included elsewhere in this report. We
state these accounting policies in the notes to the financial statements and at
relevant sections in this discussion and analysis.

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the US. The preparation of
these financial statements requires us now and in the future operation of our
business to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities. On an on-going basis, we periodicaly evaluate
our relevant estimates, including those related to Patent licenses and their
related costs including the maintenance of Patents licenses and all costs
incurred in connection with acquiring patents, patent licenses and other
proprietary rights related to our commercially developed products, product
returns, bad debts, inventories, investments, intangible assets, income taxes,
warranty obligations, corporate restructuring, pensions and other
post-retirement benefits, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

YEAR ENDING FEBRUARY 28, 2003 COMPARED TO YEAR ENDING FEBRUARY 28, 2002

The Company had no revenues during its fiscal years ending February 28, 2003 (
"its 2003 fiscal year"). The Company's primary focus was the development of its
light-based technology. General and administrative expenses increased
approximately $1,300 or .2% during the 2003 fiscal year as compared to its 2002
fiscal year. This increase was comprised of the net increase and decrease in
several key operating expense categories. Travel and entertainment increased
approximately $42,500 in the current fiscal year when compared to the prior
fiscal year. The increase was primarily the result of increased activity as a
result of increased funds. Another reason for an increase in general and
administrative expenses was the availability of funds to pay for increased
general expenses such as insurance, office expenses, repairs and maintenance and
transfer fees all totaling $23,000. Professional fees decreased approximately
$22,300 in the current fiscal year when compared to the prior fiscal year. The
principal reason for the current decrease was a decrease of annual professional
fee costs. Another reason for a decrease in general and administrative expenses
was a decline in secretarial and financial consulting costs approximating
$48,000 during the current fiscal year when compared to the prior fiscal year.
The Company's product development expense was approximately $32,400 for fiscal
year 2003. In the prior fiscal year product development costs were zero. During


                                     - 27 -
<PAGE>

fiscal year 2003 approximately $23,000 in costs were associated with the
Institute for Ultra-fast Spectroscopy and Lasers Center for Ultra-fast Photonics
and Medi-photonics of City College of New York. In addition, the Company
incurred approximately $9,000 of other costs associated with the Research
Foundation of City College of New York during the current fiscal year. In the
2003 fiscal year the Company recognized an income tax benefit approximating
$217,700 under the State of New Jersey Technology Business Tax Certificate
Program. The program allows emerging technology and biotechnology companies to
sell their unused state net operating losses to corporate taxpayers in New
Jersey. The proceeds have been used to pay approximately $31,300 to an officer
for prior loans to the Company with the balance approximating $186,400 to be
used for general operations. In the 2003 fiscal year the Company recognized as
income a $16,000 gain on the settlement of a $40,000 debt with the issuance of
160,000 shares of common stock of the Company at its fair market value of
$24,000. In addition, during fiscal year 2003, the Company recognized as income
a $164,451 gain on the settlement of a $283,484 debt with the issuance of
283,228 shares of common stock of the Company with a fair market value of
$70,807 along with a payment of $85,045. No gains on the re-structuring of
payables were recorded in the 2002 fiscal year. The Company also issued a
five-year option to purchase 600,000 shares of Common Stock at a $1.00 per
share.

YEAR ENDING FEBRUARY 28, 2002 COMPARED TO YEAR ENDING FEBRUARY 28, 2001

The Company had no revenues during its fiscal years ending February 28, 2002
("its 2002 fiscal year). The Company's primary focus was the development of its
light-based technology. General and administrative expenses decreased
approximately $46,300 or 7.5% during 2002 fiscal year as compared to its 2001
fiscal year. This decline was comprised of the net decrease and increase in
several key operating expense categories. Salaries, wages and benefits declined
approximately $202,000 in the current fiscal year. The decline was primarily the
result of a reversal of an accrual for wages approximating $169,000 of the
former President. Travel and entertainment declined approximately $39,000 in the
current fiscal year when compared to the prior fiscal year. The decline was
primarily the result of decreased activity as a result of decreased funds. The
decrease in general and administrative expenses were net of increases in
professional fees and costs for secretarial and financial consulting
Professional fees increased approximately $102,000 in the current fiscal year
when compared to the prior fiscal year. A principal reason for the current
increase was a change in estimate in the prior year for previously accrued
professional fees amounting to approximately $90,000 which was recognized as
income in the prior year. Another reason for the increase in general and
administrative expenses was the recognition of expense associated with the
issuance of stock and warrants for secretarial and financial consulting costs
approximating $83,000 during the current fiscal year. No costs of this type were
incurred in fiscal 2001.The Company's product development expense was zero
during the 2002 fiscal year. The Company had previously conducted a number of
research and development projects with the City College of City University of
New York. Due to a lack of resources, R&D activities at CUNY have been
temporarily suspended. In the 2002 fiscal year the Company


                                     - 28 -
<PAGE>

recognized as an income tax benefit approximating $241,900 under the State of
New Jersey Technology Business Tax Certificate Program. The program allows
emerging technology and biotechnology companies to sell their unused state net
operating losses to corporate taxpayers in New Jersey. The proceeds have been
used to pay approximately $73,500 to an officer for prior loans to the Company
with the balance approximating $168,400, to be used for general operations. In
the 2001 fiscal year the Company recognized as income a $48,000 extraordinary
gain on the settlement of $65,000 debt with the issuance of 100,000 shares of
common stock at its fair market value of $17,000. No gains on the structuring of
payables were recorded in the 2002 fiscal year.

LIQUIDITY AND CAPITAL RESOURCES:

The Company has a deficiency in working capital as of February 28, 2003 of
approximately ($2,506,200) representing an increase in the deficiency
approximating ($145,700) during the 2003 fiscal year. The deficiency is
primarily comprised of accruals for professional fees, research and development
costs, consulting and salaries and wages. The Company's ability to maintain its
operations is largely dependent upon obtaining regulatory approval for the
commercialization of its cancer detection technology. There can be no assurance
as to whether or when the various requisite government approvals will be
obtained or the terms or scope of these approvals. The Company intends to defray
the costs of obtaining regulatory approval for the commercialization of such
technology by the establishment of clinical trial arrangements with medical
institutions, similar to its agreement with Sloan Kettering Memorial Hospital.
The Company intends to continue to pursue the establishment of co-promotional
arrangements for the marketing, distribution and commercial exploitation of its
cancer detection technology. Such arrangements, if established, may include
up-front payments sharing of sales revenues after deduction of certain expenses,
and/or product development funding.

Management of the Company anticipates that substantial resources will be
committed to a continuation of its research and development efforts and to
finance government regulatory applications. While management believes that the
Company will obtain sufficient funds to satisfy its liquidity and capital
resources needs for the short term, no assurances can be given that additional
funding, or capital from other sources, such as co-promotion arrangements, will
be obtained on a satisfactory basis. In the absence of the availability of
financing on a timely basis, the Company may be forced to materially curtail or
cease its operations. The Company's operating and capital requirements, as
described above, may change depending upon several factors, including: (i)
results of research and development activities; (ii) competitive and
technological developments; (iii) the timing and cost of obtaining required
regulatory approvals for its products; (iv) the amount of resources which the
Company devotes to clinical evaluation and the establishment of marketing and
sales capabilities; and (v) the Company's success in entering into, and cash
flows derived from, co-promotion arrangements.


                                     - 29 -
<PAGE>

ITEM 7 FINANCIALS, NOTES, SUPPLEMENTAL DATA AND AUDIT LETTER

                          MEDISCIENCE TECHNOLOGY CORP.
                                 AND SUBSIDIARY

                                   ----------

                        CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                      FEBRUARY 28, 2002, FEBRUARY 28, 2001
                              AND FEBRUARY 29, 2000
                                        &
                          Independent Auditors' Report

                                TABLE OF CONTENTS

                                                                            PAGE

INDEPENDENT AUDITORS' REPORT ..............................................  2

CONSOLIDATED FINANCIAL STATEMENTS:

    BALANCE SHEET .........................................................  4

    STATEMENT OF OPERATIONS ...............................................  5

    STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT .........................  6

    STATEMENT OF CASH FLOWS ...............................................  7

    NOTES TO FINANCIAL STATEMENTS .........................................  8


                                     - 30 -
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Mediscience Technology Corp.
Cherry Hill, New Jersey:

We have audited the accompanying consolidated balance sheet of Mediscience
Technology Corp. and subsidiaries (the "Company") as of February 28, 2003 and
2002, and the related consolidated statements of operations, changes in
stockholders' deficit and cash flows for each of the three years in the period
ended February 28, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mediscience
Technology Corp. and subsidiaries as of February 28, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended February 28, 2003 in conformity with accounting principles
generally accepted in the United States of America.

As disclosed in Note 1 to the consolidated financial statements, in 2003 the
Company adopted Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections."


                                     - 2 -
<PAGE>

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in Note 1 to the
financial statements, the Company has no revenues, has incurred significant
losses from operations and has an accumulated deficit which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements
do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.


/s/ Parente Randolph, LLC

Philadelphia, Pennsylvania
June 3, 2003, except for Note 3, paragraph 3
    as to which the date is June 13, 2003


                                     - 3 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                           FEBRUARY 28, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   2003             2002
--------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>
                                     ASSETS

CURRENT ASSETS:
       Cash and cash equivalents                               $    119,681     $    115,551
       Prepaid expenses                                              14,853               --
                                                               ------------     ------------

                       Total current assets                         134,534          115,551

EQUIPMENT, net of accumulated depreciation
       of $204,106 in 2003 and $202,669 in 2002                       1,147            1,289

OTHER ASSETS                                                          1,800               --
                                                               ------------     ------------

                                  TOTAL                        $    137,481     $    116,840
                                                               ============     ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
       Current portion of officer and other loans              $     47,404     $     78,711
       Accounts payable                                              43,873           13,373
       Accrued liabilities                                        2,549,413        2,503,960
                                                               ------------     ------------

                       Total current liabilities                  2,640,690        2,596,044

OFFICER AND OTHER LOANS, net of current portion                     120,045               --
                                                               ------------     ------------

                       Total liabilities                          2,760,735        2,596,044
                                                               ------------     ------------

STOCKHOLDERS' DEFICIT:
       Preferred stock, $.01 par value, 50,000 shares
            authorized, 0 shares issued and outstanding                  --               --
       Common stock, $.01 par value, 39,950,000
            shares authorized, 37,582,139 and 36,976,870
            shares issued and outstanding in 2003 and 2002,
            respectively                                            375,821          369,769
       Additional paid-in capital                                18,467,426       18,400,490
       Accumulated deficit                                      (21,466,501)     (21,249,463)
                                                               ------------     ------------

                       Total stockholders' deficit               (2,623,254)      (2,479,204)
                                                               ------------     ------------

                                  TOTAL                        $    137,481     $    116,840
                                                               ============     ============
</TABLE>

--------------------------------------------------------------------------------
                 See Notes to Consolidated Financial Statements


                                     - 4 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                               FOR THE YEARS ENDED
           FEBRUARY 28, 2003, FEBRUARY 28, 2002 AND FEBRUARY 28, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           2003             2002             2001
-----------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>              <C>
NET SALES                                              $         --     $         --     $         --

COST OF SALES                                                    --               --               --
                                                       ------------     ------------     ------------

GROSS PROFIT                                                     --               --               --
                                                       ------------     ------------     ------------

GENERAL AND ADMINISTRATIVE
       EXPENSE                                              570,598          569,270          615,563

PRODUCT DEVELOPMENT EXPENSE                                  32,383               --               --
                                                       ------------     ------------     ------------

                       Total expense                        602,981          569,270          615,563
                                                       ------------     ------------     ------------

OTHER (INCOME) EXPENSE:
       Interest expense, net                                 12,220            2,021            1,311
       Gain on restructuring of payables                   (180,451)              --          (48,000)
                                                       ------------     ------------     ------------

                       Total other (income) expense        (168,231)           2,021          (46,689)
                                                       ------------     ------------     ------------

LOSS BEFORE INCOME TAX BENEFIT                             (434,750)        (571,291)        (568,874)

INCOME TAX BENEFIT                                          217,712          241,867          237,556
                                                       ------------     ------------     ------------

NET LOSS                                               $   (217,038)    $   (329,424)    $   (331,318)
                                                       ============     ============     ============

BASIC AND DILUTED LOSS
       PER COMMON SHARE                                $      (0.01)    $      (0.01)    $      (0.01)
                                                       ============     ============     ============

WEIGHTED AVERAGE COMMON
       SHARES OUTSTANDING                                37,242,965       36,690,543       36,115,034
                                                       ============     ============     ============
</TABLE>

--------------------------------------------------------------------------------
                 See Notes to Consolidated Financial Statements


                                     - 5 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 FOR THE YEARS ENDED FEBRUARY 28, 2003, FEBRUARY 28, 2002 AND FEBRUARY 28, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   PREFERRED STOCK                    COMMON STOCK
                                                            ------------------------------      ------------------------
                                                               SHARES            AMOUNT           SHARES         AMOUNT
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>               <C>             <C>
BALANCE FEBRUARY 29, 2000                                          2,074      $         21      35,976,130      $359,761

       Issuance of stock for cash                                                                  100,000         1,000
       Issuance of stock for cash                                                                   50,000           500
       Issuance of stock for services                                                               50,000           500
       Issuance of stock for services                                                              100,000         1,000
       Net loss
                                                            ------------      ------------      ----------      --------

BALANCE FEBRUARY 28, 2001                                          2,074                21      36,276,130       362,761

       Conversion of preferred stock                              (2,074)              (21)         20,740           208
       Issuance of stock for cash                                                                  180,000         1,800
       Issuance of stock for services                                                              400,000         4,000
       Issuance of stock for services                                                               50,000           500
       Issuance of stock for services                                                               50,000           500
       Net loss
                                                            ------------      ------------      ----------      --------

BALANCE FEBRUARY 28, 2002                                             --                --      36,976,870       369,769

       Issuance of stock for restructuring of payables                                             283,228         2,832
       Issuance of stock for restructuring of payables                                             160,000         1,600
       Issuance of stock for services                                                              100,000         1,000
       Issuance of stock based on anti-dilutive rights                                              62,041           620
       Net loss
                                                            ------------      ------------      ----------      --------

BALANCE FEBRUARY 28, 2003                                             --      $         --      37,582,139      $375,821
                                                            ============      ============      ==========      ========

<CAPTION>
                                                                 ADDITIONAL
                                                                  PAID-IN           ACCUMULATED
                                                                  CAPITAL             DEFICIT
-----------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>
BALANCE FEBRUARY 29, 2000                                       $ 18,215,977       $(20,588,721)

       Issuance of stock for cash                                     24,000
       Issuance of stock for cash                                     12,000
       Issuance of stock for services                                  7,000
       Issuance of stock for services                                 16,000
       Net loss                                                                        (331,318)
                                                                ------------       ------------

BALANCE FEBRUARY 28, 2001                                         18,274,977        (20,920,039)

       Conversion of preferred stock                                    (187)
       Issuance of stock for cash                                     43,200
       Issuance of stock for services                                 72,000
       Issuance of stock for services                                  6,500
       Issuance of stock for services                                  4,000
       Net loss                                                                        (329,424)
                                                                ------------       ------------

BALANCE FEBRUARY 28, 2002                                         18,400,490        (21,249,463)

       Issuance of stock for restructuring of payables                31,156
       Issuance of stock for restructuring of payables                22,400
       Issuance of stock for services                                 14,000
       Issuance of stock based on anti-dilutive rights                  (620)
       Net loss                                                                        (217,038)
                                                                ------------       ------------

BALANCE FEBRUARY 28, 2003                                       $ 18,467,426       $(21,466,501)
                                                                ============       ============
</TABLE>

--------------------------------------------------------------------------------
                 See Notes to Consolidated Financial Statements


                                     - 6 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                               FOR THE YEARS ENDED
           FEBRUARY 28, 2003, FEBRUARY 28, 2002 AND FEBRUARY 28, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       2003            2002            2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                      $(217,038)      $(329,424)      $(331,318)
       Adjustments to reconcile net loss to net cash
            (used in) provided by operating activities:
                 Depreciation                                            1,417           3,511           3,788
                 Common stock and warrants issued for legal
                       and other services                               15,000          87,500          24,500
                 Gain on restructuring of payables                    (180,451)             --         (48,000)
                 Changes in assets and liabilities:
                       Increase in prepaid expenses                    (14,853)             --              --
                       (Increase) decrease in other assets              (1,800)             --          20,191
                       Increase (decrease) in accounts payable          30,500          (1,570)        (24,453)
                       Increase in accrued liabilities                 283,892         376,932         297,572
                                                                     ---------       ---------       ---------

                                 Net cash (used in) provided by
                                       operating activities            (83,333)        136,949         (57,720)
                                                                     ---------       ---------       ---------

CASH FLOWS USED IN INVESTING ACTIVITIES,
       Purchases of equipment                                           (1,275)             --              --
                                                                     ---------       ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from issuance of common
            stock and warrants                                              --          45,000          37,500
       Proceeds from officer and other loans                           120,045              --          10,274
       Repayments of officer and other loans                           (31,307)        (73,518)             --
                                                                     ---------       ---------       ---------

                                 Net cash provided by (used in)
                                       financing activities             88,738         (28,518)         47,774
                                                                     ---------       ---------       ---------

NET INCREASE (DECREASE) IN CASH
       AND CASH EQUIVALENTS                                              4,130         108,431          (9,946)

CASH AND CASH EQUIVALENTS, BEGINNING                                   115,551           7,120          17,066
                                                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS, ENDING                                    $ 119,681       $ 115,551       $   7,120
                                                                     =========       =========       =========

SUPPLEMENTAL SCHEDULE OF NONCASH
       FINANCING ACTIVITIES:
            Common stock and warrants issued for
                 legal and other services                            $  15,000       $  87,500       $  24,500
                                                                     =========       =========       =========

            Common stock issued for restructuring of payables        $  57,988       $      --       $      --
                                                                     =========       =========       =========
</TABLE>

--------------------------------------------------------------------------------
                 See Notes to Consolidated Financial Statements


                                     - 7 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

      NATURE OF OPERATIONS

            The consolidated financial statements include the accounts of
            Mediscience Technology Corp. ("Mediscience") and its wholly-owned
            inactive subsidiaries, Laser Diagnostic Instruments, Inc. ("Laser")
            and Photonics For Women's Oncology, LLC ("Photonics") (collectively
            the "Company").

            The Company operates in one business segment and is principally
            engaged in the design and development of medical diagnostic
            instruments that detect cancer in vivo in humans by using light to
            excite the molecules contained in tissue and measuring the
            differences in the resulting natural fluorescence between cancerous
            and normal tissue.

            The Company is subject but not limited to a number of risks similar
            to those of other companies at this stage of development, including
            dependence on key individuals, the development of commercially
            usable products and processes, competition from substitute products
            or alternative processes, the impact of research and product
            development activity, competitors of the Company, many of whom have
            greater financial or other resources than those of the Company, the
            uncertainties related to technological improvements and advances,
            the ability to obtain adequate additional financing necessary to
            fund continuing operations and product development and the
            uncertainties of future profitability. The Company expects to incur
            substantial additional costs before beginning to generate income
            from product sales, including costs related to ongoing research and
            development activities, preclinical studies and regulatory
            compliance. Substantial additional financing is needed by the
            Company.


                                     - 8 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            The Company has no revenues, incurred significant losses from
            operations, has an accumulated deficit and a highly leveraged
            position that raises substantial doubt about the Company's ability
            to continue as a going concern. The consolidated financial
            statements do not include any adjustments relating to recoverability
            and classification of recorded asset amounts or the amount and
            classification of liabilities that might be necessary should the
            Company be unable to continue as a going concern. The Company
            expects to incur substantial expenditures to further the development
            and commercialization of its products. To achieve this, management
            will seek to enter into an agreement with a consulting firm to be an
            advisor and explore options for the Company to commercialize its
            technology, will seek additional financing through private
            placements or other financing alternatives, and might also seek to
            sell the Company or its technology. There can be no assurance that
            continued financings will be available to the Company or that, if
            available, the amounts will be sufficient or that the terms will be
            acceptable to the Company.

      USE OF ESTIMATES

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenues and expenses during
            the reporting period. Actual results could differ from those
            estimates.

            During fiscal 2001, the Company recognized income of $90,000 from a
            change in estimate for accrued legal fees.

      CASH AND CASH EQUIVALENTS

            Cash and cash equivalents include cash held in banks and is stated
            at cost, which approximates market. For purposes of the statement of
            cash flows, the Company considers all highly liquid financial
            instruments purchased with an initial maturity of three months or
            less to be cash equivalents.

      EQUIPMENT

            Equipment is stated at cost. Depreciation is computed using the
            straight-line method over an estimated useful life of five years.
            Depreciation was $1,417, $3,511 and $3,788 in 2003, 2002 and 2001,
            respectively.


                                     - 9 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      INCOME TAXES

            The provisions of Statement of Financial Accounting Standards
            ("SFAS") No. 109, "Accounting for Income Taxes" utilizes the
            liability method, and deferred taxes are determined based on the
            estimated future tax effects of differences between the financial
            statement and tax bases of assets and liabilities at currently
            enacted tax laws and rates.

      RESEARCH AND DEVELOPMENT

            Research and development costs are charged to operations when
            incurred. The amounts charged to expense were $32,383, $0 and $0 in
            2003, 2002 and 2001, respectively.

      ACCOUNTING FOR STOCK-BASED COMPENSATION

            Effective February 28, 2003, the Company adopted the disclosure
            provisions of SFAS No. 148, "Accounting for Stock-Based Compensation
            - Transition and Disclosure." Since the Company does not plan to
            adopt the fair value method of accounting of SFAS No. 123, the
            Company does not expect any impact on consolidated results of
            operations or financial condition in 2003. At February 28, 2003, the
            Company had one stock-based employee compensation plan, which is
            described more fully in Note 8. The Company accounts for this plan
            under the intrinsic value recognition and measurement principles of
            APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
            related Interpretations.


                                     - 10 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            The following table illustrates the effect on net loss and loss per
            share if the Company applied the fair value recognition provisions
            of SFAS No. 123 to stock-based employee compensation. For purposes
            of applying SFAS No. 123, the estimated per share fair value of
            options granted during 2003 and 2002 was $0.06 and $0.05,
            respectively. The fair value was estimated using the Black-Scholes
            option-pricing model with the following weighted average assumptions
            for 2003, 2002 and 2001: dividend yield of 0.0%; volatility ranging
            between 1.0603 and 1.4417; risk-free interest rate of 3.0%; and
            expected lives ranging between 3 and 5 years.

<TABLE>
<CAPTION>
                                                                 2003            2002            2001
                                                             -----------     -----------     -----------
<S>                                                          <C>             <C>             <C>
               Net loss, as reported                         $  (217,038)    $  (329,424)    $  (331,318)

               Deduct: Total stock-based employee
                    compensation expense determined
                    under fair value based method for all
                    awards, net of related tax effects           (38,859)       (105,846)             --
                                                             -----------     -----------     -----------

               Pro forma net loss                            $  (255,897)    $  (435,270)    $  (331,318)
                                                             ===========     ===========     ===========

               Loss per share:
                    Basic - as reported                      $     (0.01)    $     (0.01)    $     (0.01)
                                                             ===========     ===========     ===========

                    Basic - pro forma                        $     (0.01)    $     (0.01)    $     (0.01)
                                                             ===========     ===========     ===========

                    Diluted - as reported                    $     (0.01)    $     (0.01)    $     (0.01)
                                                             ===========     ===========     ===========

                    Diluted - pro forma                      $     (0.01)    $     (0.01)    $     (0.01)
                                                             ===========     ===========     ===========
</TABLE>

      RECENT ACCOUNTING PRONOUNCEMENTS

            In April 2002, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No. 145,
            Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
            Statement No. 13, and Technical Corrections. SFAS No. 145 states,
            among other matters, that debt extinguishments are often routine,
            recurring transactions and concluded that classifying the associated
            gains and losses as extraordinary items in all cases is inconsistent
            with the criteria in Accounting Principles Board Opinion No. 30. The
            Company elected early adoption of SFAS No. 145 and reported its gain
            on restructuring of payables as part of operations (Note 6).


                                     - 11 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
            Associated with Exit or Disposal Activities." SFAS No. 146 addresses
            financial accounting and reporting for costs associated with exit or
            disposal activities and nullifies Emerging Issues Task Force Issue
            No. 94-3, "Liability Recognition for Certain Employee Termination
            Benefits and Other Costs to Exit and Activity (including Certain
            Costs Incurred in a Restructuring)," SFAS No. 146 is effective for
            exit or disposal activities initiated after December 31, 2002. The
            Company is currently evaluating the impact of adopting SFAS No. 146,
            but does not expect it to have a material impact on its results of
            operations or its financial condition.

            On November 25, 2002, the FASB issued FASB Interpretation No. 45
            ("FIN 45" or the "Interpretation"), Guarantor's Accounting and
            Disclosure Requirements for Guarantees, Including Indirect
            Guarantees of Indebtedness of Others, an interpretation of FASB
            Statements No. 5, 57, and 107 and Rescission of FASB Interpretation
            No. 34. FIN 45 clarifies the requirements of SFAS No. 5, Accounting
            for Contingencies, relating to the guarantor's accounting for, and
            disclosure of, the issuance of certain types of guarantees. The
            disclosure provisions of the Interpretation are effective for
            financial statements of annual periods that end after December 15,
            2002. However, the provisions for initial recognition and
            measurement are effective on a prospective basis for guarantees that
            are issued or modified after December 31, 2002, irrespective of a
            guarantor's year-end. The Company has adopted the disclosure
            provisions and does not expect the impact of adopting the
            recognition and measurement provisions of FIN 45 to have a material
            impact on its results of operations or its financial condition.

            On January 17, 2003, the FASB issued FASB Interpretation No. 46
            ("FIN 46" or the "Interpretation"), Consolidation of Variable
            Interest Entities, an interpretation of ARB 51. The primary
            objectives of FIN 46 are to provide guidance on the identification
            of entities for which control is achieved through means other than
            through voting rights ("variable interest entities" or "VIEs") and
            how to determine when and which business enterprise should
            consolidate the VIE (the "primary beneficiary"). This new model for
            consolidation applies to an entity which either (1) the equity
            investors (if any) do not have a controlling financial interest or
            (2) the equity investment at risk is insufficient to finance that
            entity's activities without receiving additional subordinated
            financial support from other parties. In addition, FIN 46 requires
            that both the primary beneficiary and all other enterprises with a
            significant variable interest in a VIE make additional disclosures.
            FIN 46 is effective immediately, for VIEs created after January 31,
            2003. FIN 46 is effective no later than the beginning of the first
            annual financial reporting period beginning after June 15, 2003. The
            Company is currently evaluating the impact of adopting FIN 46, but
            does not expect it to have a material impact on its results of
            operations or its financial condition.


                                     - 12 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
            133 on Derivative Instruments and Hedging Activities." SFAS No. 149
            amends and clarifies financial accounting and reporting for
            derivative instruments, including certain derivative instruments
            embedded in other contracts, and for hedging activities under SFAS
            No. 133, "Accounting for Derivative Instruments and Hedging
            Activities." This Statement amends SFAS No. 133 for decisions made
            as part of the Derivatives Implementation Group process and in
            connection with implementation issues raised in relation to the
            application of the definition of a derivative. SFAS No. 149 is
            effective for contracts entered into or modified after June 30,
            2003. The Company does not expect the requirements of SFAS No. 149
            to have a material impact on its results of operations or its
            financial position.

            In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
            Financial Instruments with Characteristics of both Liabilities and
            Equity." SFAS No. 150 establishes standards for how an issuer
            classifies and measures certain financial instruments with
            characteristics of both liabilities and equity. SFAS No. 150 is
            effective for financial instruments entered into or modified after
            May 31, 2003, and otherwise is effective at the beginning of the
            first interim period beginning after June 15, 2003. The Company does
            not expect a material impact on its results of operations or its
            financial position.

      RECLASSIFICATION

            In fiscal 2001, the Company recorded an extraordinary gain on
            restructuring of payables. In fiscal 2003, the Company elected early
            adoption of SFAS No. 145 and reported its gain on restructuring of
            payables as part of operations (Notes 1 and 6). The 2001 amount was
            reclassified and included in income from operations to conform with
            the 2003 financial statement presentation.

2.    RELATED PARTY TRANSACTIONS

      Legal services rendered by Mr. Peter Katevatis, Chief Executive Officer
      and Chairman, (Note 8) amounted to $50,000 for each of the three years
      ended February 28, 2003. These amounts are recorded in general and
      administrative expense.

      As part of Mr. Katevatis's employment agreement, the Company pays property
      taxes and certain operating expenses on the home of Mr. Katevatis in lieu
      of rent, since the Company's operations are located in Mr. Katevatis's
      home. Expenses recognized were $9,097, $9,371 and $11,059 in 2003, 2002
      and 2001, respectively.


                                     - 13 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3.    OFFICER AND OTHER LOANS

      In fiscal 2000, the Company entered into two interest-bearing convertible
      notes. Both notes bear interest at the rate of 8.25% per annum and are
      convertible into common stock on the basis of $.25 per share. The
      conversion option is unlimited in duration. Both notes are demand
      instruments and the holder can demand and receive payment in full
      including interest. The principal balance of the notes was $30,000 at
      February 28, 2003 and February 28, 2002. Accrued interest at February 28,
      2003 and February 28, 2002 totaled $8,151 and $5,676, respectively.

      At times, Mr. Katevatis advances funds to the Company to provide funding
      to pay operational expenses as they became due. These advances do not
      accrue interest. At February 28, 2003 and 2002, officer loans payable to
      Mr. Katevatis were $17,404 and $48,711, respectively.

      On June 20, 2002, the Company entered into a $120,045 promissory note with
      the Olive Cox Sleeper Trust (the "Trust") with interest at 12% per annum.
      The note was amended on June 13, 2003 to extend the maturity date to March
      31, 2004 from February 20, 2003. The principal amount of the note plus
      accrued interest is due and payable on the maturity date. There is a
      conversion feature that allows the Trust to convert the principal and
      accrued interest on the note on March 31, 2004 to common stock of the
      Company at the rate of one share for each $.12 of principal and accrued
      interest at date of conversion. Accrued interest at February 28, 2003 was
      $10,439.

4.    ACCRUED LIABILITIES

      Accrued liabilities consist of the following:

                                               2003          2002
                                           ----------    ----------

         Legal and professional fees       $  275,000    $  256,418
         Consulting and university fees     1,002,915     1,125,731
         Salaries and wages                 1,206,333     1,081,000
         Other                                 65,165        40,811
                                           ----------    ----------

                           Total           $2,549,413    $2,503,960
                                           ==========    ==========

      Accrued legal and professional fees include services rendered by Mr. Peter
      Katevatis. The amount of the accrual was $237,500 and $187,500 as of
      February 28, 2003 and 2002, respectively (Note 2).


                                     - 14 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      Accrued research and development include costs owed to Dr. Robert R.
      Alfano, a principal stockholder and chairman of the Company's Scientific
      Advisory Board (Note 8) with respect to his consulting agreement of
      $959,318 and $797,318 as of February 28, 2003 and 2002, respectively.

      Accrued salaries and wages include amounts to Mr. Katevatis of $1,206,333
      and $1,006,333 as of February 28, 2003 and 2002, respectively.

      Accrued salaries and wages include amounts to Mr. Castellana, (former
      President and Chief Executive Officer) (Note 8), of $0 and $137,500 as of
      February 28, 2002 and February 28, 2001, respectively. Effective June 1,
      2001, Mr. Castellana voluntarily terminated employment with the Company
      and verbally waived all rights to any accrued compensation owed to him as
      of that date. Accordingly, in fiscal 2002 the Company reversed a $168,750
      accrual related to compensation earned by Dr. Castellana through June 1,
      2001.

      Accrued salaries and wages include amounts to Mr. Sidney Braginsky,
      (former President and Chief Operating Officer) (Note 8), of $0 and $74,667
      as of February 28, 2003 and 2002, respectively. Effective April 26, 2003,
      Mr. Braginsky voluntarily terminated employment with the Company and
      waived all rights to any accrued compensation owed to him in respect to
      his agreement dated July 9, 2001 (Note 8). As a result of this
      termination, during fiscal 2003 the Company reversed a $186,667 accrual
      related to compensation earned by Mr. Braginsky.

5.    INCOME TAXES

      Income taxes consist of the following:

                                      2003          2002         2001
                                   ----------    ----------    --------

         Current                   $  217,712    $  241,867    $237,556
                                   ==========    ==========    ========

         Deferred                  $       --    $       --    $     --
                                   ==========    ==========    ========

      In 2001, the Company became eligible to receive benefits under the State
      of New Jersey Technology Business Tax Certificate Program. This program
      allows emerging technology and biotechnology businesses to sell their
      unused state net operating losses (NOL) to any corporate taxpayer in the
      State of New Jersey for at least 75% of the tax benefits. The Company is
      eligible to sell a maximum of $713,987 and the amount sold and realized
      during the years ended February 28, 2003, 2002 and 2001 was $217,712,
      $241,867 and $237,556, respectively. Proceeds from the sale of net
      operating losses are reported as income tax benefit in the consolidated
      statement of operations.


                                     - 15 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      As of February 28, 2003 and 2002, the Company has net operating loss
      carryforwards of approximately $12,051,000 and $11,869,000, respectively
      for federal purposes and $727,000 and $3,224,000, respectively for state
      purposes which may be used to reduce future income subject to income taxes
      and expire in various amounts from 2003 to 2018. As a result of these loss
      carryforwards, as of February 28, 2003 and 2002, the Company had a
      deferred tax asset of approximately $4,141,000 and $4,205,000,
      respectively, for which valuation allowances for the entire amounts were
      provided as of February 28, 2003 and 2002 as it's more likely than not
      that the amounts would not be realized.

6.    RESTRUCTURING OF PAYABLES

      In 2001, the Company issued 100,000 shares of common stock at a value of
      $17,000 to a creditor to settle a $65,000 account payable, which resulted
      in a gain on restructuring of payables of $48,000. The effect on basic and
      diluted earnings per share was $.0013. There is no tax effect due to the
      net operating loss carryforward.

      In June 2002, in connection with the Company's agreement with the Research
      Foundation of the City University of New York ("RFCUNY"), the Company
      issued 283,228 shares of common stock at its fair value of $.12 per share
      at the date of transfer to RFCUNY to settle a $70,807 payable, resulting
      in a gain on restructuring of payables of $36,820.

      Also included in this agreement, the Company granted options to RFCUNY to
      purchase 600,000 shares of the Company's common stock at an option price
      of $1.00 per share (Note 8) to settle a $127,631 payable, which resulted
      in a gain on restructuring of payables of $127,631.

      In January 2003, the Company issued 160,000 shares of common stock at a
      value of $24,000 for accounting services provided to the Company to settle
      a $40,000 payable, which resulted in a gain on restructuring of payables
      of $16,000.

      These transactions resulted in a gain on restructuring of payables of
      $180,451 during 2003. The effect on basic and diluted earnings per share
      was $.005. There is no tax effect due to the net operating loss
      carryforward.

7.    LOSS PER COMMON SHARE

      SFAS No. 128, "Earnings Per Share" requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share. Basic
      loss per share is based on the average number of shares outstanding during
      the year. Diluted loss per share is the same as basic loss per share, as
      the inclusion of common stock equivalents would be antidilutive.


                                     - 16 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8.    COMMITMENTS AND CONTINGENCIES

      DR. ROBERT R. ALFANO

            The Company has a consulting agreement (the "Agreement") through
            March 2007 with Dr. Robert R. Alfano, a principal stockholder of the
            Company and Chairman of its Scientific Advisory Board. Pursuant to
            the terms of the Agreement, Dr. Alfano is paid a consulting fee of
            not less than $150,000 per annum in exchange for services to be
            rendered for approximately fifty days per annum in connection with
            the Company's medical photonics business. The Agreement further
            provides that Dr. Alfano is to be paid a bonus and fringe benefits
            in accordance with policies and formulas provided to key executives
            of the Company.

            In connection with the acquisition of patent rights to its cancer
            detection technology, the Company assumed an obligation to pay to
            Dr. Alfano's daughter a royalty of one percent of the gross sales
            derived from any equipment made, leased or sold which utilizes the
            concepts described in the Company's cancer detection patent. Since
            there has been no activity, no amounts have been paid during the
            three years ended February 28, 2003.

      OTHER ROYALTIES

            The Company obtained worldwide licensing rights for patents from
            Yale University and has agreed to pay royalties based on net sales
            of all products generated from the patents and fifty percent of any
            income received from sublicensing of the patents. The Company has
            not recorded any revenues since the inception of this agreement and
            therefore has not recorded or paid any royalties during the three
            years ended February 28, 2003.

      EMPLOYMENT AGREEMENTS

            Mr. Peter Katevatis, the Chief Executive Officer, Chairman and a
            stockholder of the Company, has an employment agreement. The
            agreement states that Mr. Katevatis is to be paid $200,000 per year.
            The agreement also provides for a bonus and fringe benefits in
            accordance with policies and formulas mutually agreed upon by Mr.
            Katevatis and the Board of Directors. The contract expires March 5,
            2007.

            On November 17, 1999, the Company entered into a three-year
            employment agreement beginning February 1, 2000 with Dr. Frank S.
            Castellana. Pursuant to the terms of such agreement, Dr. Castellana
            became the President and Chief Executive Officer of the Company and
            was to be paid $100,000 per annum. On June 1, 2001, Dr. Castellana
            voluntarily terminated employment as President and Chief Executive
            Officer and verbally waived all salary accruing to him as of that
            date.


                                     - 17 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            On July 9, 2001, the Company entered into a three-year employment
            agreement with Mr. Sidney Braginsky. Pursuant to the terms of the
            agreement, Mr. Braginsky became the President and Chief Operating
            Officer of the Company and was to be paid $100,000 per annum. On
            April 26, 2003, Mr. Braginsky voluntarily terminated employment as
            President and Chief Operating Officer of the Company and waived all
            rights to any accrued compensation owed to him in respect to this
            agreement (Note 4).

      STOCK OPTION COMMITMENTS

            The Board of Directors approved a 1999 Incentive Stock Option Plan
            (the "Plan"). The aggregate number of shares that may be issued
            under the options shall not exceed 3 million. The Plan is subject to
            stockholder approval that the Company expects to obtain at some
            future date and therefore any awards granted under the Plan will not
            be deemed granted until such approval is obtained from the
            stockholders.

            In connection with their employment agreements, the Company granted
            stock options under the Plan to Mr. Castellana and Mr. Braginsky.
            Such stock options are exercisable upon the attainment of certain
            milestones as defined in each of their employment agreements.

            Mr. Castellana was granted options to purchase up to 914,373 shares
            of the Company's common stock at an option price of $.32 per share,
            which is subject to a series of milestones as described in his
            employment contract. As of June 1, 2001 Mr. Castellana resigned from
            the Corporation and forfeited the stock options.

            Mr. Braginsky was granted options to purchase up to 2,000,000 shares
            of the Company's common stock at an option price of $.25 per share
            for the first 150,000 shares and at an option price of $1.00 per
            share for the remaining 1,850,000 shares. Mr. Braginsky's ability to
            exercise these options is subject to a series of milestones
            described in his employment agreement. On April 26, 2003, Mr.
            Braginsky resigned from the Company and forfeited the stock options.

            In connection with the Company's agreement with RFCUNY (Note 6), the
            Company granted options to RFCUNY to purchase 600,000 shares of the
            Company's common stock at an option price of $1.00 per share.


                                     - 18 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            Activity related to contingent stock option commitments during the
            three-year period ended February 28, 2003 is as follows:

<TABLE>
<CAPTION>
                                                                                 WEIGHTED
                                                                    EXERCISE     AVERAGE
                                                                      PRICE     EXERCISE
                                                       SHARES         RANGE       PRICE
                                                       ------         -----       -----
<S>                                                  <C>           <C>           <C>
               Outstanding, February 29, 2000          914,373        $.32        $.32
               Granted                                      --
                                                    ----------

               Outstanding, February 28, 2001          914,373        $.32        $.32
               Granted                               2,000,000     $.25-$1.00     $.94
               Forfeited                              (914,373)       $.32        $.32
                                                    ----------

               Outstanding, February 28, 2002        2,000,000     $.25-$1.00     $.94
               Granted                                 600,000        $1.00      $1.00
               Forfeited                            (2,000,000)    $.25-$1.00     $.94
                                                    ----------

               Outstanding, February 28, 2003          600,000        $1.00      $1.00
                                                    ==========
</TABLE>

9.    STOCKHOLDERS' DEFICIT

      PREFERRED STOCK

            The Company is authorized to issue 50,000 shares of preferred stock,
            $.01 par value per share, which may be issued from time-to-time in
            one or more series, the terms of which may be designated by the
            Board of Directors without further action by stockholders. The Board
            of Directors has designated 2,074 shares of preferred stock as
            series A preferred stock. During the fiscal year ended February 28,
            2002, this stock was redeemed for 20,740 shares of common stock. Any
            preferred stock issued will have preferences with respect to
            dividends, liquidation and other rights, but will not have
            preemptive rights.

            Holders of series A preferred stock are entitled to a preference of
            $10 per share before any payment is made to holders of common stock
            in liquidation of the assets of the Company. Additionally, holders
            of series A preferred stock have no redemption or dividend rights
            and vote only with respect to corporate matters affecting their
            respective rights, preferences or limitations, but do not vote for
            the election of directors or on general corporate matters.


                                     - 19 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

      PRIVATE OFFERINGS

            During 2001, the Company issued 150,000 shares of common stock at a
            price of $.25 per share for $37,500.

            During 2002, the Company issued 180,000 shares of common stock at a
            price of $.25 per share for $45,000.

      COMMON STOCK ISSUED FOR SERVICES

            During 2001, the Company issued 50,000 shares of restricted common
            stock at a value of $7,500 for services provided to the Company. The
            transaction was recognized based on the fair value of shares issued.
            This amount was recorded as general and administrative expense in
            the consolidated statement of operations.

            During 2002, the Company issued 500,000 shares of restricted common
            stock at a value of $87,500 for services provided to the Company.
            The transaction was recognized based on the fair value of shares
            issued. This amount was recorded as general and administrative
            expense in the consolidated statement of operations.

            During 2003 the Company issued 100,000 shares of restricted common
            stock at a value of $15,000 for services provided to the Company.
            The transaction was recognized based on the fair value of shares
            issued. This amount was recorded as general and administrative
            expense in the consolidated statement of operations.

      STOCK WARRANTS

            Stock warrant activity during the three year period ended February
            28, 2003, was as follows:

                                                     SHARES           EXERCISE
                                                     ------           --------
                                                    AVAILABLE        PRICE RANGE

               Outstanding February 29, 2000        5,292,044        $.05-$1.20
               Granted                                200,000           $.25
                                                   ----------

               Outstanding, February 28, 2001       5,492,044        $.05-$1.20
               Granted                              2,250,000        $.25-$1.00
               Forfeited                           (1,978,746)
                                                   ----------

               Outstanding, February 28, 2002       5,763,298        $.05-$1.20
               Granted                                     --
               Forfeited                           (2,000,000)
                                                   ----------

               Outstanding, February 28, 2003       3,763,298        $.05-$1.20
                                                   ==========


                                     - 20 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            In connection with private placement offerings during fiscal 1997,
            1996 and 1995, the Company granted warrants to purchase 400,000,
            1,025,000 and 256,250 shares of common stock, respectively. The
            warrants are exercisable at $1.00 per share and expire in March
            2003.

            During fiscal 1997, Mr. Herbert L. Hugill, former President and
            Chief Executive Officer of the Company was granted a warrant to
            purchase up to 473,220 shares of the Company's common stock at a
            price of $1.00 per share. This warrant is exercisable at any time
            through July 2003 upon the attainment of certain defined milestones.
            Compensation expense will be recognized for the difference between
            the warrant price and the fair market value of the stock at the date
            that the milestones are attained. As of February 28, 2003, no
            milestones were achieved.

            During fiscal 1999 the Company borrowed funds from Mr. Tami
            Adelstein and issued a warrant to purchase 100,000 shares of the
            Company's common stock at $.25 per share. Also during 1999, the
            Company issued Mr. Adelstein 200,000 warrants to purchase the
            Company's common stock at an exercise price of $.25 per share for
            $50,000. The warrants expire during fiscal 2004.

            During fiscal 2000, Dr. Castellana, in connection with his
            employment agreement, was issued a warrant to purchase up to
            1,978,746 shares of the Company's common stock at an exercise price
            of $.05 per share for the first 150,000 shares and at an exercise
            price of $.50 per share for the remaining 1,828,746 shares. On June
            1, 2001, Dr. Castellana resigned as President and Chief Executive
            Officer of the Company. As a result of his resignation and the
            milestones not being attained as of that date, the warrants have
            been forfeited.

            Also, during 2000 warrants were issued to purchase 566,666 shares of
            the Company's common stock at an exercise price of $.25 to $.75 per
            share for cash and services. The Company also granted the City
            College of New York a warrant to purchase 500,000 shares of the
            Company's common stock at an exercise price of $1.00, which expires
            during fiscal 2004.

            During 2001 warrants were issued to purchase 50,000 shares of the
            Company's common stock at an exercise price of $.25 per share for
            services provided to the Company. The warrants expire in March 2003.
            Also during 2001, the Company issued 150,000 shares of common stock
            and warrants to purchase 150,000 shares of the Company's common
            stock at an exercise price of $.25 per share for $37,500. The
            warrants expire in March 2003.


                                     - 21 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

            During fiscal 2002, Mr. Sidney Braginsky in connection with his
            employment agreement, was issued a warrant to purchase up to
            2,000,000 shares of the Company's common stock at an exercise price
            of $.25 per share for the first 150,000 shares and at an exercise
            price of $1.00 per share for the remaining 1,850,000 shares. Mr.
            Braginsky's ability to exercise these options and shares under the
            warrant is subject to a series of milestones described in his
            employment agreement. On April 26, 2003, Mr. Braginsky resigned as
            President and Chief Operating Officer of the Company. As a result of
            his resignation and the milestones not being attained as of that
            date, the warrants have been forfeited.

            Also during 2002, the Company issued 50,000 shares of common stock
            at a value of $7,000 and warrants to purchase 50,000 shares of the
            Company's common stock at an exercise price of $.25 per share for
            secretarial services provided to the Company. The warrants expire in
            March 2003.

            In 2002, the Company issued 400,000 shares of common stock at a
            value of $76,000 and issued warrants to purchase 200,000 shares of
            the Company's common stock at an exercise price of $.25 per share
            for financial advisory services. The warrants expire in 2006.

      ANTI-DILUTION RIGHTS

            The Company and Mr. Peter Katevatis have an anti-dilution rights
            agreement which provides that Mr. Katevatis' ownership interest
            would at all times represent 17% of the issued and outstanding
            shares of the Company. The anti-dilution rights are exercisable at
            Mr. Katevatis' sole discretion. During the year ended February 28,
            2003, Mr. Katevatis exercised his right and requested the Company
            issue 44,312 common shares. Under the terms of the anti-dilution
            rights and upon Mr. Katevatis' request, the Company is obligated to
            issue an additional 1,619,057 common shares to meet the minimum 17%
            ownership interest in shares issued and outstanding at February 28,
            2003.

            The Company and Dr. Robert Alfano have an anti-dilution rights
            agreement which provides that Dr. Alfano's ownership interest would
            at all times represent 4% of the issued and outstanding shares of
            the Company. The anti-dilution rights are exercisable at Dr.
            Alfano's sole discretion. During the year ended February 28, 2003,
            Dr. Alfano exercised his right and requested the Company issue
            17,729 common shares. Under the terms of the anti-dilution rights
            and upon Dr. Alfano's request, the Company is obligated to issue an
            additional 71,557 common shares to meet the minimum 4% ownership
            interest in shares issued and outstanding at February 28, 2003.


                                     - 22 -
<PAGE>

MEDISCIENCE TECHNOLOGY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

10.   SUBSEQUENT EVENTS

      APPOINTMENT OF PRESIDENT AND CHIEF OPERATING OFFICER

            On April 23, 2003, the Company entered into a three-year employment
            agreement with Mr. Michael Engelhart. Pursuant to the terms of the
            agreement, Mr. Engelhart became the President and Chief Operating
            Officer of the Company and is to be paid $120,000 per annum.

            Mr. Engelhart was granted options to purchase up to 2,000,000 shares
            of the Company's common stock at an option price of $.25 per share
            for the first 200,000 shares and at an option price of $1.00 per
            share for the remaining 1,800,000 shares. Mr. Engelhart's ability to
            exercise these options is subject to a series of milestones
            described in his employment agreement. In the event stockholders
            approve the Plan and these options become exercisable, the Company
            would record the estimated fair value of the award in accordance
            with the expense recognition method as described in APB 25.

            In addition, the Company entered into an agreement with THM Group,
            LLC ("THM") to be the exclusive advisor to explore options for the
            Company to commercialize its technology. Mr. Engelhart is the
            President and Chief Executive Officer of THM. During 2003, the
            Company paid $10,000 to THM for services.

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


                                     - 23 -
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (A) OF THE EXCHANGE ACT

Officers and Directors

The directors, executive officers and significant employees of the Company are:

      Name                       Age                     Position
      ----                       ---                     --------

      Sidney Braginsky            61                     Director

      Peter Katevatis Esq.        69              Chairman of the Board,
                                                 Chief Executive Officer

      John M. Kennedy             66         Director chief financial officer

      William Armstrong           86                     Director

      Michael Engelhart           41                     Director

                                             President chief operating officer

      Michael N. Kouvatas         76                     Director

      John P. Matheu              81                     Director

Directors hold office until the next annual shareholders' meeting or until their
successors have been duly elected and qualified. Executive officers are
appointed and serve at the pleasure of the Board of Directors

SIDNEY BRAGINSKY, as of July 9, 2001 had assumed the role of President COO and
Board of Director Member of Mediscience Technology under a three year milestone
structured equity compensation agreement. (see 8-K dtd July 25, 2001).
Effective April 26, 2003 Mr. Sidney Braginsky, former President COO and the
Registrant agreed to the termination of his July 9, 2001 agreement effective
retroactively as of July 9, 2001. (see


                                     - 31 -
<PAGE>

subsequent events) He will continue as a Board member providing consulting
services to the Board and President COO Michael Engelhart as needed. See ITEM 13
subsequent events and *-K filing dated March 13, 2003

Mr. Braginsky was formerly with OLYMPUS OPTICAL LTD for 27 years most recently
as President CEO of OLYMPUS AMERICA, Inc., the Olympus US subsidiary. OLYMPUS
LTD. is a multi-national corporation headquartered in Tokyo Japan and a world
leader in microscopes, endoscopes, automatic blood and fluid chemistry analyzers
measuring research, industrial and consumer products. Mr. Braginsky is a present
board member of, NOVEN Pharmaceuticals, REDOX Pharmaceuticals, ELECTRO-OPTICAL
SYSTEMS, Inc., ESTEK CARDIOLOGY, Chairman of Double D Venture Funds LLC and
Chairman of the Board of City College of New York's Robert Chambers Laboratory

PETER KATEVATIS ESQ. presently continues to serve as Chairman Chief Executive
Officer, he has served as Chairman of the Board of Directors and CEO since 1993
and continues in that capacity as of April 26, 2003 when Michael Engelhart by
contract became President, and COO replacing Sidney Braginsky, former President
COO (see subsequent events).

Katevatis also served as President and Chief Executive Officer of the Company
from November, 1983 until the appointment of Herbert L. Hugill as President CEO
and served as director of the Company since 1981. From 1981 until his election
as President and Chief Executive Officer, Mr. Katevatis was a Vice President of
the Company. Mr. Katevatis was elected Treasurer of the Company in January,
1996. Mr. Katevatis has been a practicing attorney in Philadelphia, PA and
Marlton, New Jersey, and is also licensed as an attorney in the State of New
York and in the District of Columbia. Mr. Katevatis was a trustee of the New
Jersey State's Police and Fireman Retirement Pension Fund and served as a member
of the State of New Jersey Investment Council from 1990 until December, 1992. He
is a member of the American Arbitration Association and also serves as an
arbitrator with the National Association of Security Dealers (NASDQ. He is a
member of the National District Attorney's Association.

JOHN M. KENNEDY currently serves a Vice President and Secretary of the Company,
as well as being a director of the Company since 1982 and audit committee
chairman since 2000. Mr. Kennedy has served the Company as Vice President since
1983, as Treasurer from 1984 to January, 1996 and as secretary since 1986. Mr.
Kennedy is Chairman of the Board, Secretary-Treasurer and General Manager, of
Pepco Manufacturing Co., a sheet metal fabricator for the electronics industry
located in Somerdale, New Jersey. Mr. Kennedy also was a director and member of
the Audit Committee of First Peoples Bank of New Jersey from 1979 and also
served as a member of its executive board until 1994 when Core-States Bank
purchased First Peoples Bank. Mr. Kennedy is a member and the Chairman of the
Mediscience Audit Committee

WILLIAM W. ARMSTRONG has served as a director of the Company since 1978 and
audit committee member since 2000. He has been in retirement since 1982
following a 36 year career as a research scientist with Pfizer Inc, a world wide
health care, personal care


                                     - 32 -
<PAGE>

and specialty chemicals manufacturer headquartered in New York City. Since his
retirement, Mr. Armstrong has continued to serve as a consultant to Pfizer
concerning programs involved with disperse systems and complex liquids his field
of expertise. He has been awarded 14 patents concerned in general with
therapeutic agent dosage delivery systems. Mr. Armstrong is a member of the
Mediscience Audit Committee

MICHAEL ENGELHART effective April 26, 2003, Michael Engelhart has been appointed
President and Chief Operating Officer based on a three year contract with
warrants expiring on April 286, 2006. Mr. Engelhart is President/CEO of THMGROUP
LLC, Ramsey NJ as Registrant's contracted and Board approved exclusive advisor
to explore options for the commercialization of its technology.

Registrants 8-K dated January 22, 2003 is incorporated herein by reference,
Registrants 8-K dated March 13, 2003 is incorporated by reference.

JOHN P. MATHEU has served as a director of the Company since July 1996, and
audit committee member since 2000. Mr. Matheu is currently general partner and
co-founder of MATCO & Associates, a firm specializing in providing management
consulting services to decision makers in biopharmaceutical, medical devices and
health care firms. Previously, he was employed by Pfizer Inc. during which time
he held a wide range of management positions primarily in distribution,
marketing and sales. As Vice President, he established and directed Pfizer's
generic drug division. Prior to that assignment he directed Pfizer Laboratories
800 person field sales force, its hospital marketing group and its training
department. He left Pfizer in 1984 and founded Matheu Associates, a
management-consulting firm. Mr. Matheu is a member of the Mediscience Audit
Committee.

MICHAEL N. KOUVATAS has served as a Director of the Company since 1971. For the
past 10 years Mr. Kouvatas has been an attorney with offices in Haddonfield, New
Jersey and additionally is a principal in various food operations in the
Southern New Jersey area.

There are no family relationships among directors and, to the knowledge of the
Company, there have been no legal proceedings or judgments during the past five
years which would be material to the evaluation of the ability and integrity of
any director.

                             AUDIT COMMITTEE CHARTER
--------------------------------------------------------------------------------

"The audit committee Chair John Kennedy, John Matheu , William Armstrong and
President Michael Engelhart is responsible for reviewing and considering actions
of the Company's Board of Directors in matters related to audit functions;
selecting and terminating the Company's independent accountants and auditors,
reviewing with the Company's independent accountants and auditors the scope and
results of their audit, reviewing the internal audits and the effectiveness of
procedures. The members of the audit committee who are directors are
"independent" as required by the SEC Rules and are financially literate with
accounting and financial experience appropriate for proper and competent
oversight."


                                     - 33 -
<PAGE>

Mr. Kennedy, Mediscience audit committee chairman, has served as Audit committee
chairman on the 1st People Bank of New Jersey, Pepco Mfg Co. of NJ and has an
understanding of GAAP and financial statements as well as the ability to assess
proper accounting for estimates, accruals, and reserves He has experience in the
preparation, auditing, evaluating of financial statements as well as required
internal controls and the supervision experience for such auditing functions.

Scientific Advisory Board

The Scientific Advisory Board's Chairman is Dr. Robert R. Alfano* distinguished
Professor of Science and Engineering and the Director of the IUSL at the City
College of CUNY. He is co-author of a number of patents concerning the Company's
photonic technology. and a *principal stockholder of the Company. He supervises
the research and development of the Company's cancer diagnostic technology and
is principal investigator at CCNY. Since 1972, he has been affiliated with the
Physics Department of CCNY. He presently directs the institute for Ultra fast
Spectroscopy and Lasers and the Photonics Engineering Laboratories at City
College. From 1964 to 1972, he was a member of the technical staff of General
Telephone & Electronics Laboratories. Dr. Alfano received an Alfred P. Sloan
Fellowship Research corporation Award and was made a Fellow of the American
Physical Society in 1976. In 1983 he received the Outstanding Italian-American
Award for Science. In May 1989, Dr. Alfano was elected a Fellow of the Optical
Society of America for his studies of ultra fast phenomena. He has been a
consultant to several major corporations including GTE, Clairol, Phillips Dental
and Hamamatsu Photonics. Dr. Alfano is on the advisory board of Photonics
Spectra Magazine. He is a reviewer for prestigious professional journals in the
fields of physics, optics, photobiology, photochemistry and biophysics. He
received his B.S. and M.S. degrees in Physics from Farleigh Dickinson University
in 1963 and 1964, respectively. He received his Ph.D in Physics from New York
University in 1972. He directs scientists from CCNY and other institutions,
including Memorial Sloan Kettering Medical Center, New York Hospital-Cornell
Medical School, Hackensack University Medical Center and the Lawrence Livermore
National Laboratory working to set up hospital programs evaluating optical
imaging research for diagnosis. Dr. Alfano holds over 73 patents and has
published over 600 papers. Dr. Alfano is a contracted paid consultant. (See
infra)

Stimson P. Schantz, M.D. is Director of Cancer Prevention, Department of Surgery
Cornell University Memorial Sloan-Kettering Cancer Center, New York. Dr. Schantz
has been appointed as the principal investigator under the Company's Clinical
Trial Agreement with Memorial Hospital for Cancer and Allied Diseases and in
such capacity, oversees the pilot study of tissue auto fluorescence pursuant to
such agreement. Between 1984 and 1991, Dr. Schantz served in various faculty
positions at the M.D. Anderson Cancer Center in the Department of Head and Neck
Surgery. Dr. Schantz is presently a member of the Society of Surgical Oncology,
American Society for Head and Neck Surgeons, the Society of Head and Neck
Surgery, and has served as the Director of research programs and as a member of
the research committee at the University of Texas, M.D Anderson Cancer Center.
He has been the recipient of several honors and awards, including the First
Independent Investigator Award of the National Cancer Institute


                                     - 34 -
<PAGE>

awarded in March 1988 and an NCI contract to study biomarkers awarded in 1995.
Dr. Schantz serves as reviewer and editor of a number of professional medical
publications and is the author of numerous articles, papers, books and chapters,
and abstracts. He

was awarded a Bachelor of Arts Degree from Harvard College in 1970 and his M.D.
from the University of Cincinnati in 1975. In April, 1998 Dr. Schantz was
recruited to lead a multi-institutional effort revolving around cancer
prevention clinical research programs and constituting a consortium effort with
hospitals in the metropolitan New York City area supported by the National
Cancer Institute approval and high priority rating on a $1.6 million dollar
grant to carry out collaborative clinical trials which will be targeted
specifically at developing Mediscience Technology and positioned to conduct
phase II and phase III trials on a multi-organ basis involving diseases of the
breast, upper and lower aerodigestive tract, and gynecologic tissues.

Stephane Lubicz, M.D.

EDUCATION: 1965-1968 BS, Cum Laude, Free University of Brussels, Belgium.

M.D., Free University of Brussels, Belgium. PROFESSIONAL EXPERIENCE:
Pharmaceutical, Medical and Gynecologic Oncology

                      I. Pharmaceutical Industry Experience

(A) USA consultant to B. & A, Inc. The Company operates for the coordination and
organization of clinical trials in Mexico (and throughout Latin America). This
includes all Phase II, III trials and post marketing surveillance activities
through Phase IV Clinical trials).

(B) Medical director, Clinical Development Oncology Daiichi Pharmaceutical
Corporation, Montvale, NJ (08/2000-011/2002)

(I) Phase III: Project Pancreas- Global (US and Europe: Protocol Global project
(Japan, USA + Mexico, EU)

(II) Phase II: completion and initiation of multiple Phase II studies: Solid
tumors and leukemia's, initiations and monitoring of sites and investigators for
Phase II (US, Canada, Mexico)

(2) TZT-1027 project: Global project with Japan and EU (parallel and or
complementary studies in EU and Japan) Phase II: All Solid Tumors. Phase II
includes 3 studies (use of a template protocol for multiple protocols/drug
projects).

(3) CPT-11 project: Gynecologic Project. Finalization of project in gynecologic
malignancies and selection of endometrial cancer project (a Phase II study

                             II. Clinical experience

1969-1971 Rotating Externship, Brussels University Hospitals, Brussels, Belgium.
1971-1972 Rotating Internship, Brussels University Hospitals, Brussels, Belgium.
1972-1975 Residency, Obstetrics and Gynecology, Brussels University Hospital and
Affiliated Hospitals, Belgium. 1975-1979. Residency, Obstetrics and Gynecology.
The Jewish Hospital and Medical Center of Brooklyn, N.Y.1979-1981 Fellow,
Gynecology Oncology, Department of Obstetrics, Gynecology and Reproductive
Sciences. Mount


                                     - 35 -
<PAGE>

Sinai School of Medicine, New York, N.Y. 1981-1982 Attending Physician,
Department of Obstetrics and Gynecology, Mount Sinai Hospital Medical Center of
Chicago, Chicago, IL. 1981-1982. Assistant Professor, Rush Medical College,
Chicago, IL.1981-1982. Director of Medical Education for Residents and Students,
Rush Medical College, Chicago, IL.1982-1984 Full-time Attending, Department of
Obstetrics, Gynecology, and Reproductive Science, The Mount Sinai Medical
Center, New York, N.Y.1982-1984 Assistant Director, Division of Gynecologic-
Oncology, Department of Obstetrics & Gynecology, and Reproductive Science, The
Mount Sinai Medical Center, New York, N.Y.1982-1991 Instructor, Mount Sinai
School of Medicine, New York, N.Y. 1982-1984 Assistant Attending, Department of
Obstetrics and Gynecology, The City Hospital Center at Elmhurst, N.Y. 1982-1984
Assistant Director, Gynecologic Oncology, Dept of Obstetrics and Gynecology, The
City Hospital Center at Elmhurst, N.Y 1985 to 1994-Pres Attending, The Mount
Sinai Medical Center, New York, N.Y., LaGuardia Hospital, Queens, N.Y., Doctors
Hospital, New York, N.Y. St. Vincent Hospital, New York, Syosset Community
Hospital, L.I. St. Clare's Hospital, N.Y.C. 1995-1996 Director, Division of
Gyn/Oncology St.Vincent's Hospital, N.Y 07/00-11/02Director of Oncology,
Clinical development, Daiichi Pharma. Corp Montvale, New Jersey (Japan, Canada,
Mexico and Europe)

CERTIFICATION:

E.C.F.M.G., July 25, 1973, #202-214-3. Board Certified in Obstetrics and
Gynecology, July 1977, Belgium., Board Certified in Obstetrics and Gynecology,
November 1982, U.S.A., Board Certified in Gynecologic Oncology, December 1987.,
HIP Panel, Sub-Specialty Gynecologic Oncology, January 1988- June 1996.

PROFESSIONAL MEMBERSHIPS:

American College of Obstetricians and Gynecologists (ACOG). American Association
of French-Speaking Health Professionals (AAFSHP). Chicago Medical Society.
Society of Chicago Gynecologic Oncologists. American Society of Gynecologic
Laparoscopists.American Society of Clinical Oncology. Cancer Committee Board,
Department of Obstetrics and Gynecology, The City Hospital Center at Elmhurst,
N.Y.International Correspondence Society of Obstetricians and Gynecologists. New
York State Medical Society of Colposcopy and Cervical Pathology, Gynecologic
Laser Society. New York Gynecological Society Society of Surgical Oncology
(SSO). Drug Information Association America Association of Clinical Research The
Gynecologic Surgery Society The American College of Forensic Examiners The
Society of Pelvic Reconstructive Surgeons American Medical Association

OTHER PROFESSIONAL ACTIVITIES: Relevant Papers

7/94"Fluorescence spectroscopy in the diagnosis of gynecologic
malignancies."9/94"Fluorescence spectroscopy in the diagnosis of gynecologic
malignancies

Optical Fluorescence Spectroscopy in the Detection of Cervical Cancer.

Tang G.C., Pradhan, A., Lubicz S. and Alfano CCNY, New York Gynecologic Oncology
vol. 32, p. 128.

Fluorescence spectra from normal and tumor tissues of the gynecological tract.

She W., Liu C.H., Tang G.C., Lubicz S., Alfano CCNY


                                     - 36 -
<PAGE>

Ultraviolet Excited Fluorescence Spectra from non-malignant and Malignant
Tissues of the Gynecological Tract. Lubicz S, Alfano RR, Tang GC, Sha Glassman W
and Liu CH. CCNY

Raman, Fluorescence, and Time-Resolved Light Scattering as Optical Diagnostic

Techniques to Separate Diseased and Normal Biomedical Media.Liu CH ,
Photochemical J and RR. Photobiology: Biol., vol. 16 (1992

Stanley L. Wiener, M.D., F.A.C.O.G

Chicago Medical School M.D Degree 1963. 1963-67 Bellevue University
Hospital-OB-GYN Residency and Chief Resident. 1969 Board Certification OBGYN and
Fellow American College of Gynecologists.

1967 to present: Senior Attending-Pascack Valley Hospital, Westwood New Jersey,

1984 to present Director Alternative Birthing Center Pascack Valley Hospital,
Westwood New Jersey,

1990-1996 Director, Division OB-GYN Pascack Valley Hospital, Westwood New
Jersey,

1993 to present: Attending-Pascack Valley Hospital, Westwood New Jersey,

1993 to present: Attending- Hackensack University, Hackensack, New Jersey

Committee Membership at Pascack Valley Hospital: Bio Ethics, Utilization Review,
Medical Executive Committee, Disease Related Group. Past Committee Memberships:
Operating Room and PRO of Bergen County

Societies: A.C.O.G. Bergen County Medical Society, Bellevue OB-GYN Society,

The Scientific Advisory Board is paid a fee of $1,000 for each meeting attended.
Additionally, certain members past and present have been granted an option of
unlimited duration to purchase 10,000 shares from the Company's Common Stock at
a price of $2.00 per share

ITEM 10. EXECUTIVE COMPENSATION

The following sets forth a summary of compensation paid or accrued to the
executive officers of the Company for fiscal years ending February 29, 2002,
February, 28 2001, February 28, 2000 and February 28, 1999 whose compensation
exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

Name and                        Year ended                          Other Annual
Principle Position             Feb. 28 (29)       Salary            Compensation
------------------             ------------     ---------           ------------
                                   2003         $ 200,000             $65,617(1)
Peter Katevatis                    2002         $ 200,000             $53,041(1)
CEO                                2001         $ 200,000             $61,977(1)
Chairman                           2000         $ 200,000             $67,614(1)

                                   2003                (0)                 -0-
Sidney Braginsky                   2002         $  74,333(2)               -0-
President COO

(1)   Includes payment to Mr. Katevatis of yearly legal retainer of $50,000
      February 28, 2003 February 29,2002, February 28, 2001 February 28,2000,
      (fiscal years 2002 2001, 2000, 1999 respectively), and partial contract
      benefits for fiscal year ending 2003 under his employment agreement of
      automobile expense $6,779 and health insurance $8,838

      Contract benefits for fiscal year 2002 under his employment agreement were
      automobile expense $7,318, auto insurance $705.00, and health insurance
      $3,954. Contract benefits for 2001 were automobile expense $10,535, auto
      insurance $2,828, and health insurance $4,251. Contract benefits paid in
      2000; automobile expense of $5,464, automobile insurance of $3,541 and
      health insurance of $2,931. See Note 3 to consolidated Financial
      Statements.

(20)  On March 13, 2003 Mr. Braginsky terminated his contract and waived all
      salary and expenses including all accruals of salary and/or expenses
      incurred.


                                     - 37 -
<PAGE>

Option Exercises and Holdings

In April 1996, Messrs. Katevatis, Kouvatas, Kennedy and Armstrong, directors and
shareholders of the Company, collectively exercised options for 2,763,166 shares
of the Company's common stock at no cost in consideration for the cancellation
of the remaining 452,582 options held by these individuals. The exercise price
for these options was $0.25 per share and accordingly, the Company recorded
$690,792 as additional compensation expense.

The flowing table provides information regarding the number of shares covered by
both exercisable and non-exercisable stock options held by the Company's
executive officers at February 28, 2002. In addition the following table sets
forth the values for "in-the-money" options, which represent the positive spread
between the exercise price of the existing options and $0.875 which was the
closing price for the Company's Common Stock in the over-the-counter market on
February 28, 2002.

                     UNEXERCISED OPTIONS AT FISCAL YEAR-END

 Number of shares underlying                Value of unexercised
unexercised options at year end       in-the-money options at year end
-------------------------------       ---------------------------------
Exercisable       Unexercisable       Exercisable         Unexercisable
-----------       -------------       -----------         -------------

    0                   0                  0                    0


                                     - 38 -
<PAGE>

The Company does not have any other contingent forms of compensation for
officers and directors, including any pension, retirement, stock bonus or other
compensation plan. No compensation has been paid to any individual for services
rendered as a director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information at February 28, 2003 with
respect to (i) those persons known by the Company to be the owners of more than
5% of the Company's Common Stock, (ii) the ownership of the Company's Common
Stock by each director and (iii) the ownership of the Common Stock by all
elective officers and directors of the Company as a group. Except as otherwise
indicated, each of the stockholders named below has sole voting and investment
power with respect to the Shares of Common Stock beneficially owned by him:

<TABLE>
<CAPTION>
                                           Amount of Beneficial                Percentage of
Name and Address                            Ownership 2/28/03                      Class
---------------                            --------------------                -------------
<S>                                      <C>                                        <C>
Peter Katevatis
P.O. Box 598 08003
Woodcrest Cherry Hill NJ                 4,725,595(1)(2)(3)(4)(5)(12)(15)(16)       13.4

John M. Kennedy
c/o Pepco Mfg.  Co.
100 Somerdale, NJ 08083                  2,677,933(5)(6)(12)                         7.5

William W. Armstrong
P.O Box 607
Tupper Lake, NY 2986                       355,200(5)(7)(12)                        0.09

Michael Kouvatas
27 Kings Highway
East Haddonfield NJ 08033                  684,666(5)(8)(12)                         1.9

Mathew Culligan (deceased)
410 East 65 Street
New York, NY 10021                          20,000(10)                             0.005

Robert C. Miller
c/o Allen &Company, Inc
711 Fifth Avenue
New York, NY 10022                               0(14)                              0.00

Dr. Robert R. Alfano
c/o City College of CUNY
Convent Avenue @ 138th Street
New York, NY 10031                       1,414,000(11)                               4.0

All directors and officers as a group
7 persons                                8,770,894(13)                              24.7
</TABLE>


                                     - 39 -
<PAGE>

                                   ----------

(1)   Includes the issuance of a net of 398,167 restricted shares acquired by
      Mr. Katevatis pursuant to the exercise of stock options described in
      footnotes (5) and (12) below.

(2)   Includes 824,500 restricted shares issued for past performance and
      services rendered to the Company.

(3)   Includes 552,664 restricted shares issued in consideration for contractual
      reduction in salary.

(4)   Excludes 200,000 shares owned by Mr. Katevatis's daughter as custodian for
      his grandchildren, and a total of 500,000 shares owned by his sons, as to
      all of which he disclaims beneficial ownership.

(5)   On December 13, 1985 the Company granted stock options at an exercise
      price of $0.25 per share to the following Officers and Directors in
      exchange for cancellation of certain of the Company's accrued indebtedness
      to such persons, portions of which were assigned as follows: Mr. Katevatis
      received options to purchase 4,400,000 shares (2,200,000 of which were
      assigned by Mr. Katevatis to Mr. Kennedy); Winston Frost, a former
      Director, received options to purchase 476,000 shares, 238,000 of which
      were assigned by Mr. Frost to Mr. Armstrong; and Mr. Kouvatas received
      options to purchase 560,000 shares.

(6)   Includes the issuance of a net of 1,833,333 restricted shares acquired by
      Mr. Kennedy pursuant to the exercise of stock options described in
      footnote (5) and (12). Also includes 100,000 shares registered in the name
      of Mr. Kennedy wife.

(7)   Includes the issuance of a net of 65,000 restricted shares acquired by Mr.
      Armstrong pursuant to the exercise of stock options described in footnotes
      (5) and (12). Also included are 6,000 shares registered in the name of Mr.
      Armstrong's wife.

(8)   Includes the issuance of a net of 466,666 restricted shares acquired by
      Mr. Kouvatas pursuant to the exercise of stock options describe in
      footnotes (5) and (12). Also included are 14,000 shares owned by Mr.
      Kouvatas's wife; 6000 shares for which Mr. Kouvatas is custodian for three
      (3) of his children and 36,000 shares for which Mr. Kouvatas's daughter is
      custodian for her two children under the New Jersey Uniform Gift to Minors
      Act; and 30,000 shares registered in the names of each his children.


                                     - 40 -
<PAGE>

(9)   Includes the issuance of a net of 65,000 restricted shares acquired by Mr.
      Krum pursuant to the exercise of stock options on May 1, 1997; also
      includes 6000 shares registered in the name of his wife's IRA.

(10)  Includes 20,000 shares which may be acquired by Mr. Culligan at $2.00 per
      share pursuant to immediately exercisable stock options.

(11)  Includes 44,000 shares owned by Dr. Alfano's daughter and 44,000 shares
      held by Dr. Alfano's wife in trust for their minor son.

(12)  In April 1996, Messrs. Katevatis, Kouvatas, Kennedy and Armstrong,
      directors and shareholders of the Company, collectively exercised options
      for 2,763,166 shares of the Company's common stock at no cost in
      consideration for the cancellation of the remaining 452,582 options held
      by these individuals. The exercise price for these options was $0.25 per
      share and accordingly, the Company recorded $690,792 as additional
      compensation expense.

(13)  Includes the shares described in notes (1), (6), (7), (8), (9) and (10)
      above.

(14)  Excludes 3,041,500 shares beneficially owned by Allen & Company,
      Incorporated, (8.5%- includes 1,041,500 warrants) reflected in Amendment
      No. 6 to their Schedule SC13G/A dated 2/14/02 filed by Allen & Co. Mr.
      Miller is a vice president and a director of Allen & Company,
      Incorporated. Allen Warrant expired April 6, 2003 benficial ownership
      reduced to 2,041,500.

(15)  On Dec.1 2001 with the unanimous approval of the Board of Directors the
      Series A preferred was by agreement converted at the rate of ten (10)
      shares of Mediscience Common for each share of preferred with a total
      issuance of 20,740 shares to the eight (8) holders. This transaction was
      valued at $1.00 per share in the conversion. Peter Katevatis owned 122
      shares of the Series "A" 1972 Preferred which he converted into 1,220
      shares of Common Restricted per Rule 144 Sec Act of 1933.

The foregoing table does not include options granted to former placement agents
of the Company's securities to purchase 111,912 shares of Common Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Payment of professional fees to firms affiliated with certain of our directors;

1. THM Group,LLC : Mediscience Director President COO Michael W. Engelhart

On January 13,2003 Registrant entered into an agreement appointing THM GROUP,
Ramsey NJ as exclusive advisor to explore options for the registrant to
commercialize its technology. THM GROUP LLC will provide advice and lead
managing a variety of initiatives to raise development and growth capital for
Mediscience. The agreement calls for an incentive compensation framework to
cover the three sources of financing pursued in parallel: private investment
capital for the purchase of a minority interest, acquisition capital that would
result in a change of control, and out-licensing. The framework specifically
provides that THM Group, LLC go substantially at risk during the engagement and
that essentially all THMGROUP LLC compensation be paid on the backend, only upon
success. See 8-K Report filed January 22, 2003, see MEDISCIENCETECH.com


                                     - 41 -
<PAGE>

Also see ITEM 13; see 8-K Report March 13, 2003, "On unanimous Board of
Directors approval Registrant appointed Michael W. Engelhart to the Mediscience
Board of Directors effective immediately. "Exhibit A" Mr. Engelhart is
President/CEO of THMGROUP LLC, Ramsey NJ". See MEDISCIENCETECH.com

Mr. Engelhart has agreed to recuse himself on any future board meeting and/or
matter that actually or in appearance suggests a conflict between his role in
THM GROUPLLC and President COO of Mediscience Technology Corp.

2. Peter Katevatis Esquire see ITEM 10 "Summary Compensation Table"

"(1) Includes payment to Mr.Katevatis of $50,000 for legal services rendered
during each of the fiscal years ending in February 2003 February 2002. February
29,2001,February 28, 2000 February 28,1999, February 28, 1998 (fiscal years
2003, 2002, 2001 2000, 1999, 1998 respectively)". Katevatis has agreed to
non-interest bearing accrual of all such accruals and has the unqualified right
to elect to receive all or part of such accrued debt in cash/shares (at 0.25
cents per share). This right is assignable in whole or in part without condition
to any assignee or heirs and in no way is intended to negate the overall
corporate debt accrued and owing to Katevatis This offer by Katevatis was
unanimously accepted by the Board of Directors as in the best interests of the
Registrant and continues in effect.

On December 1, 1988, the Company acquired from Dr. Robert Alfano, a principal
stockholder of the Company and Chairman of the Scientific Advisory Board, all of
the issued and outstanding stock of Laser Diagnostic Instruments, Inc. whose
only asset was US patent number 4,930,516 (previously defined as "LDI") in
exchange for 1,500,000 shares of the Company's Common Stock. Additionally, LDI
is under an obligation to pay a royalty in the aggregate amount of 1% of gross
sales from any equipment made, leased or sold which embodies the concepts
described in patent number 4,930,516 to Michelle Alfano, Dr. Alfano's daughter.
In April, 1992 the Company entered into a five (5) year Consulting Agreement
with Dr. Alfano. By letter Agreement, dated August 5, 1995, the Company extended
his Employment Agreement to March 5, 2002 under the same terms and conditions.
Pursuant to the terms of such Consulting Agreement, Dr. Alfano is to be paid a
consulting fee of no less that $150,000 per annum in exchange for services to be
rendered for approximately fifty (50) days per annum in connection with the
Company's medical photonics business. The Consulting Agreement further provides
that Dr. Alfano is to be paid a bonus and fringe benefits in accordance with
policies and formulas applied to the key executives of the Company.


                                     - 42 -
<PAGE>

Herbert L. Hugill terminated his tenure as President/CEO January 31, 1998,
whereupon Mr. Katevatis reassumed those responsibilities, and Mr. Hugill
resigned from the Board of Directors effective March 6, 1998. Mr. Clarence Wurtz
resigned from the board effective September 30, 1998.

Peter Katevatis Pres/CEO and Dr. Alfano principal scientific advisor have agreed
to forbear any and all collection action against Mediscience for accrued salary
and related contractually entitled items including forgiveness of interest in
exchange for the option of converting such accrued debts into MTC common stock
on the basis of (0.25 cents), which is above the average High Bid price on June
9 through the 12th 1998, which was 0.15 cents. Said option to be unlimited in
duration. Should MTC receive funding Katevatis and Alfano may elect to receive
all or part of such accrued debt in cash/shares. This right shall be assignable
in whole or in part without condition to any assignee or heirs and in no way is
intended to negate the corporate debt accrued and owing to Katevatis/Alfano.
This offer by Katevatis/Alfano was unanimously accepted by the Board of
Directors December 4, 1998 and continues in effect. On August 18, 1999 the board
of directors unanimously extended Mr. Katevatis's existing contract expiration
date from March 5, 2002 to March 5, 2007, maintaining all other original
contract terms and conditions, in recognition of his personal financial
investment in the Company, the periodic voluntary non-assertion of his
contractual anti-dilution rights and other significant consideration to the
Company. On August 18, 1999 Dr. Alfano agreed to extend his agreement, on the
same original contract terms and conditions, from its expiration date of March
5, 2002 to March 5, 2007.

On November 17, 1999 the Company entered into a three year employment agreement
beginning February 1, 2000 with Dr. Frank S. Castellana, as President and Chief
Executive Officer approved by Board of Director action November 18, 1999. As of
June 1, 2001 Dr. Castellana formally terminated his agreement in total and
verbally waived all salary and effectively cancelled any and all contract rights
to Mediscience Common Stock options. Dr. Castellana was contractually subject to
a series of contractual milestones described in his business plan (approved by
Board of Directors 11/18/99) for development and marketing the registrant's
platform technology with Sarnoff Research Corporation, including the obtaining
of funding on terms favorable to the Company none of which were met.

ITEM 13. SUBSEQUENT EVENTS:

REGISTRANTS 8-k FILINGS dated MARCH 13, 2003

On June 13, 2003 Michael Engelhart, agreed to serve on a voluntary technical &
advisory council to photonics-based research programs at the City College of New
York.


                                     - 43 -
<PAGE>

The proposed council will act as an outside adviser to Prof. Robert R. Alfano
and other CUNY faculty and researchers participating in the NASA Center for
Optical Sensing and Imaging and NYS Center for Advanced Technology programs, and
University Photonics Initiative. It is anticipated that the council will meet
2-3 times per academic year and will require several hours of active effort by
each member over this period. The initial meeting is contemplated for either
August or September 2003.

On June 4, 2003 Michael Engelhart, President and COO of Registrant, announced
the State of Delaware approval and formation of "PROSCREEN, LLC" as of (June 3,
2003) and Photonics for Woman's Oncology LLC. as of (February 27, 2003. "Both
LLC Company's are wholly owned subsidiaries of Mediscience Technology. The
Company filed an 8-K reporting the establishment of the two separate State of
Delaware LLC's "Photonics for Woman's Oncology" and "Proscreen," SEC 8-K dtd
June 4, 2003 filing incorporated herein by reference

On March 13,2003, By unanimous Board of Directors approval Registrant appointed
Michael W. Engelhart as President and Chief Operating Officer effective April
23,2003 (employment contract attached hereto as "Exhibit A., B, C")

On March 13, 2003 effective April 26, 2003 Mr. Sidney Braginsky, former
President COO and the Registrant agreed to the total and immediate nullification
and termination of his July 9, 2001 agreement with Mediscience Technology Corp.
together with all its terms and conditions, including any claim for accruals in
salary and/or expenses effective retroactively as of July 9, 2001. Exhibit "D"

Mr. Sidney Braginsky will continue as an active Board member, his compensation
to be the same as all other BOD members. Additionally he will provide
compensated consulting services to the Board and President COO Michael Engelhart
as needed.

On April 6, 2003 Allen & Co. warrants expired by operation of their terms. The
3,041,500 shares beneficially owned by Allen & Company, Inc., ( approx 8.5%
equity in Registrant includes 1,041,500 warrants) reflected in Amendment No. 6
to their Schedule SC13G/A dated 2/14/02 filing. The Allen Warrant expired April
6, 2003 and beneficial ownership is reduced to 2,041,500.

              Employment contract and warrants Exhibits "A","B","C"

            MICHAEL W. ENGELHART /PRESIDENT/ CHIEF OPERATING OFFICER

This Agreement dated April 23, 2003 by and between Mediscience Technology Corp.,
a New Jersey corporation ("MDSC"), 1235 Folkstone Way, Cherry Hill, New Jersey
08034, and Michael W. Engelhart (ME) ("Employee) residing at 161 North Franklin
Turnpike, Suite 204, Ramsey, NJ 07446

W I T N E S S E T H: For and in consideration of the covenants and undertakings
set forth below, the parties hereto hereby agree as follows:

1.    MDSC agrees to employ Employee, and Employee accepts such employment, as
      President and Chief Operating Officer of MDSC on the terms and conditions
      and during the Term hereinafter set forth.

2.    The initial term of Employee's employment hereunder shall commence on
      April 1st, 2003 or such other date as shall be mutually acceptable to
      Employee and the Board of Directors (the "Board") of MDSC (the
      "Commencement Date") and shall end on the third anniversary of the
      Commencement Date April 23, 2006, said initial term to be automatically
      extended by additional one-year renewal terms unless either MDSC or
      Employee shall notify the other in writing, at least 30 days prior to the
      end of the then current term, of intent to terminate this Agreement as of
      the end of the then current term. In addition, this Agreement is
      terminable prior to the expiration of its term as above provided in this
      Section 2, as follows: (a) by MDSC for Cause (as such term is hereafter
      defined in Section 13 and 5 (i), (ii), (iii), (iv), (v) below), and (b)
      upon the death or "permanent and total disability" (as such term is
      defined in section 22(e)(3) of the Code) of Employee. The term of this
      Agreement is herein referred to as the "Term".


                                     - 44 -
<PAGE>

3     As President and Chief Operating Officer of MDSC, Employee shall, subject
      to the control of the Chairman CEO and Board, have general charge of the
      business and affairs of MDSC including any and all subsidiary companies
      (e.g. LLC's) and shall have the direction of all other officers, agents,
      consultants, employees of MDSC (except the Chairman of the Board and
      Treasurer, who shall report directly to the Board). Employee may assign
      such duties to the other officers of MDSC, as he deems appropriate.

      As President and Chief Operating Officer, Employee shall, when present,
      preside at all meetings of the shareholders of MDSC and shall also preside
      at all meetings of the Board at which the Chairman of the Board is not
      present. Employee shall be ex- officio a member of all committees of the
      Board.

      At the sole discretion of the Chairman/CEO. (Employee may be present and
      participate in any meeting of the Board, or any committee or subcommittee
      thereof, where a transaction or proposed transaction involving Employee or
      any other entity in which Employee has an interest is discussed,
      evaluated, considered, or voted upon.

      Notwithstanding the proceeding, however, Employee shall not cast a vote in
      his capacity as officer or director of MDSC with respect to any
      transaction involving Employee or any other entity in which Employee has
      any interest, direct or indirect. eg THMGroup

4     The Company and "THMLLC group have prepared a comprehensive executive
      summary/ business plan for the transition of MDSC from a development stage
      to a profitable commercial company (the "Business Plan"). The Business
      Plan has been reviewed and approved by the Board. Michael Engelhart shall
      use his best efforts to cause MDSC to meet the goals and objectives of the
      Business Plan.

5     In consideration of Employee's services pursuant to this Agreement, during
      the Term MDSC shall pay Employee an annual base salary of $ 120,000 (one
      hundred and twenty thousand dollars), payable monthly in arrears (with the
      agreed exception of a $1,000.00 per month stipend).

      Annual base salary and Employee's exercise of each of the three option
      rights (600,000-600,000-600,000) representing Employee's contract warrant
      to purchase a total of 1,800,000 MDSC common shares shall be subject to
      annual review. The Chairman/CEO reserves the exclusive right to
      implement/call for interim Board of Director Review based on the on-going
      performance, financial capability of MDSC, and MDSC's ability to timely
      satisfy any of the five critical milestones (each, a "Critical Milestone")
      described in the Business Plan (i.e. the completion on budget of;


                                     - 45 -
<PAGE>

      (i)   Preclinical toxicity studies within reasonable time of the initial
            funding contemplated by the Business Plan (the "Initial Funding
            Date"),

      (ii)  Device development and preclinical validation within a reasonable
            time period of the Initial Funding Date

      (iii) Phase I and II clinical trials within reasonable time of the Initial
            Funding Date,

      (iv)  Phase 111 clinical trials and PMA submission to the FDA.

      (v)   PMA approval within reasonable time of the Initial Funding Date.

      In addition, based on the on- going COO performance, financial capability
      of MDSC and timely satisfaction on budget of each Critical Milestone MDSC
      board of directors may authorize Employee a cash bonus per year for the
      timely achievement on any Critical Milestone either in cash or MDSC common
      stock at the election of (ME).

      In the event that the Term shall be ended by the death or the permanent
      and total disability of Employee, base salary and bonuses shall continue
      to be paid during the one-year period following the end of the Term.

6     Employee acknowledges that MDSC does not now have any group life,
      disability or medical insurance, or cash bonus, deferred compensation,
      pension, retirement or other employee benefit plan of any kind or any
      liability insurance or director and officer insurance. Employee agrees
      that MDSC shall not be required to institute any of such plans or
      insurance until and unless its financial resources permit and then only to
      the extent contemplated by the Business Plan except that MDSC shall obtain
      Directors and Officers Liability Insurance at the earliest practical time
      consistent with MDSC's financial ability to obtain same. Once instituted
      in accordance with the Business Plan, Employee shall be entitled to
      participate in all such plans and to be covered by all such insurance.

      Employee shall not be entitled to reimbursement for the cost of any
      insurance Employee obtains or maintains or for the cost or loss of
      opportunity to contribute to any pension or retirement plan, but shall be
      entitled to a car allowance and other fringe benefits up to a maximum of
      $12,000 per year during the Term (in addition to all fringe benefits
      required by law to be provided to Employee). During the Term, Employee
      shall be entitled to:

      (i)   Vacation time each year in accordance with MDSC's standard employee
            policy in respect thereof from time to time in effect in addition to
            the holidays normally observed by MDSC; and

      (ii)  Prompt reimbursement for reasonable out-of-pocket business expenses
            incurred by Employee in accordance with MDSC's standard employee
            reimbursement policy from time to time in effect.

7     To the maximum extent permitted by applicable law, MDSC shall indemnify
      Employee, and hold Employee harmless from and against, any loss, damage or
      claim to which Employee may become subject as the direct result of any of
      his acts or omissions as the President and Chief Operating Officer of
      MDSC, (including attorneys' fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid in settlement) reasonably incurred or suffered
      by Employee in connection therewith and such indemnification shall
      continue after has ceased to be a director, trustee, officer, employee or
      agent.. MDSC shall provide at its own expense legal counsel to defend
      Employee in connection therewith. Such counsel shall be MDSC's counsel
      unless MDSC's counsel shall have a conflict of interest, in which case
      Employee may select counsel of his choice and MDSC shall promptly
      reimburse Employee for the reasonable fees and expenses of such counsel.


                                     - 46 -
<PAGE>

      The right to indemnification conferred in this Paragraph 7 shall be a
      contract right and shall include the right to be paid by MDSC the expenses
      (including attorneys' fees) incurred by Employee in defending any such
      legal proceeding in advance of its final disposition.

      Employee understands, as his additional contract obligation and as a MTC
      contract right that it will be an irreparable material breach of his
      employment agreement should employee not fully cooperate, individually or
      through counsel in any legal action whatsoever where any loss, damage or
      claim asserted is claimed to be the direct or indirect result of any of
      his acts or omissions as the President and Chief Operating Officer of
      MDSC. Employee herein acknowledgeshis contractual obligation for his
      unqualified cooperation so as to enable Mediscience to mitigate, defend,
      settle, and otherwise resolve any matter in the best interest of the
      Company's shareholders, investors and management.

8     During the Term, Employee shall devote his time and energies to the
      business of MDSC. Notwithstanding the foregoing and provided that such
      activities do not materially impair the performance by Employee of his
      duties under this Agreement as President and Chief Operating Officer of
      MDSC, Employee shall not be prohibited from:

      (i)   Engaging in charitable and civic activities,

      (ii)  Discharging those obligations which Employee is subject to on the
            date of this Agreement as summarized on his Annex I hereto

      (iii) Continuing to participate in those businesses/boards listed on Annex
            1 hereto (

      (iv)  Retaining for his personal benefits all fees, honoraria and profits
            from the activities permitted by clauses (i), (ii) and (iii) of this
            sentence.

9.    The Board has adopted an incentive stock option plan (the " 1999 Plan")
      complying with section 422 of the Internal Revenue Code of 1986, as
      amended (the "Code"), and will recommend the 1999 Plan to MDSC's
      shareholders for their approval at the next annual meeting of shareholders
      of MDSC which will take place within a reasonable time, subject to
      financial resource ability, after the date of the Board's adoption of the
      1999 Plan. The 1999 Plan permits holders of options granted there-under to
      pay the exercise price due upon their exercise of such options either with
      cash or shares of MDSC Common Stock valued at the fair market value of
      such shares at the time of such exercise. The 1999 Plan will provide for
      the maximum periods permitted by the Code during which the Option can be
      exercised following the death, permanent and total disability or
      termination of employment.

10.   On the date of this Agreement, MDSC will for $100.00 dollars grant to
      Employee an incentive stock option / Warrant pursuant to the 1999 Plan
      (the "Option") to purchase a total of 2,000,000 shares of MDSC common
      stock:

      (i)   1,800,000 shares of MDSC common stock at the option price of $1.00
            per share

      (ii)  200,00 shares of MDSC common stock at the option price of $.025
            cents per share

      (i)   (ME) shall have the unqualified right to assign NO MORE than 50%
            (fifty percent) his warrant rights subject to all contract terms and
            restrictions contained in this agreement and contained in the
            language of the warrant or warrants. See controlling paragraph 11


                                     - 47 -
<PAGE>

      This option shall be effected as to any and all adjustment in the event of
      any funding, stock splits, reverse stock splits, warrants, etc, excepting
      however contract rights, agreements anti-dilution rights, etc (reflected
      in corporate SEC filings) in Peter Katevatis Esq. and Dr. Robert Alfano
      founders.

      The option of 1,800,000 shares will be exercisable subject to the
      following conditions precedent for each proposed exercise:

      a)    To the extent of 600,000 shares from and after the later of: (i) the
            date on which MDSC and /or any wholly owned subsidiary company shall
            have received at least $5.0 (five) million in equity investments
            based upon the Business Plan This provision can not under any
            circumstances or reason be independently waived by Board of
            Directors action. Chairman/CEO at his sole discretion and authority
            can introduce a motion for total or partial waiver to the Board of
            Directors based on the on- going COO performance, financial
            capability of MDSC and timely satisfaction on budget of eachCritical
            Milestone.

      (b)   To the extent of an additional 600,000 shares from and after the
            later of (ii) the date on which MDSC shall have received a total of
            at least $ 10 (ten) million. In equity investments based upon the
            Business Plan. This provision cannot under any circumstances or
            reason be independently waived by Board of Directors action.
            Chairman/CEO at his sole discretion and authority can introduce a
            motion for total or partial waiver to the Board of Directors based
            on the on- going COO performance, financial capability of MDSC and
            timely satisfaction on budget of each Critical Milestone

      c)    To the extent of an additional 600,000 shares from and after (iii)
            the date on which MDSC shall have received at least $ 15 (fifteen)
            million in equity investments based upon the Business Plan. This
            provision cannot under any circumstances or reason be independently
            waived by Board of Directors action. Chairman/CEO at his sole
            discretion and authority may introduce a motion for total or partial
            waiver to the Board of Directors based on the on- going COO
            performance, financial capability of MDSC and timely satisfaction on
            budget of each Critical Milestone

      Notwithstanding the foregoing provisions of this Section 10, the total
      Option will be fully exercisable in the event of a "change in control"
      brought about through the direct and material efforts of employee
      President COO Michael Engelhart and directly resulting from the sale,
      transfer or disposition of all or substantially all of the assets of MDSC
      for approved value, a merger for approved value involving MDSC in which a
      majority of the Board of Directors of the surviving entity is not composed
      of members of the Board of MDSC as of the day preceding the effective date
      of the merger, or the leveraged buyout of MDSC for approved value (a
      "Change in Control").

      The Option, in total or remaining, will expire on the fifteenth
      anniversary of the date of this Agreement.

11.   The Warrant and the Option will bear a legend to the effect that the
      Warrant or Option, as the case may be, and the shares of Common Stock of
      MDSC to be issued upon exercise thereof (respectively, the "Option Shares"
      and the "Warrant Shares") have not been registered under the Securities
      Act of 1933 (the "Act") or the Blue Sky laws of any jurisdiction (the
      "Blue Sky Laws"), that the Warrant and the Option have been, and if issued
      the Warrant Shares and the Option Shares will be, acquired by Employee for
      investment, pursuant to the terms of this employment agreement
      incorporated herein as part of the warrant and that neither the Warrant
      nor the Option nor the Warrant Shares nor the Option Shares may be sold,
      transferred, pledged or hypothecated in the absence of an effective
      registration statement for the Warrant and/or the Warrant Shares or the
      Option and/or the Option Shares, as the case may be, under the Act and the
      Blue Sky Laws or an opinion of counsel to MDSC that registration is not
      required under the Act or the Blue Sky Laws. There are two types of
      options available, qualified and nonqualified. At this time, the company
      does not know if the above options when exercised in the future will be
      taxable. Therefore:


                                     - 48 -
<PAGE>

      (i)   It is understood and agreed to by the parties to this agreement that
            any options exercised in the future by any officer or director are
            determined and agreed by the parties herein as taxable, unless the
            Company prior to the exercise of the warrant shall receives an IRS
            opinion to the contrary. The Company will discuss with the IRS and
            appropriate Department of Taxation and Finance to establish the
            amount of any liability.

      (ii)  The selling individuals will be responsible and pay any and all such
            tax. The selling warrant. /option holder will provide affidavit
            certification thereof from his selling broker that the selling
            brokerage firm has paid and forwarded all appropriate tax payments
            as a condition precedent to any cash or share distribution to the
            selling warrant/option holder.

      (iii) Companies are required by law to withhold taxes where they are due
            this tax payment obligation is by agreement incorporated as a
            material term of the issuing warrant/option and is intended to
            establish Mediscience as a third party contract beneficiary to the
            broker/client share sale agreement thus assuring the tax payment and
            avoiding any and all tax liability. in the Company or its Board of
            Directors.

      (iv)  The rules of limited liability protect directors of a company from
            most corporate mismanagement. They do not, however, apply to failure
            to pay taxes.

12.   In the event that Employee voluntarily terminates his employment or
      Employee's employment is terminated by MDSC for Cause, Employee shall be
      entitled to receive compensation and benefits earned by him and/or
      accruing to him prior to the date of such termination, prorated up to and
      including such date. In the event that Employee's employment is terminated
      by MDSC without Cause or in connection with a Change in Control, Employee
      shall be entitled to receive compensation and benefits earned by him
      and/or accruing to him prior to the date of such termination, prorated up
      to and including the first anniversary of such date or, if longer, until
      the scheduled expiration date of the Term. For purposes of this Agreement,
      "Cause" means any of the following: (i) any act or acts of Employee
      constituting a felony (or its equivalent) under the laws of the United
      States, any state thereof or any foreign jurisdiction; or (ii) any
      material breach by Employee of this Agreement or the policies of MDSC or
      any of its subsidiaries or the willful and persistent (after written
      notice to Employee) failure or refusal of Employee to perform his duties
      of employment or comply in any material respect with any lawful directives
      of the Board and/or Chairman CEO; or (iii) a course of conduct by Employee
      amounting to gross neglect, willful misconduct or dishonesty; or (iv) any
      misappropriation of material property (whether real, personal, tangible or
      intangible) of MDSC by Employee; or (v) any misappropriation of a
      corporate or business opportunity of MDSC or any of its subsidiaries by
      Employee. Anything to the contrary herein notwithstanding, " "Cause" shall
      include Employee's failure or inability to materially meet or cause MDSC
      to materially meet the particular performance goals or targets set out in
      Paragraph 5 (i), (ii), (iii), (iv), (v).


                                     - 49 -
<PAGE>

13.   During Employee's employment by MDSC and during any time thereafter while
      Employee remains a member of the Board or a consultant to MDSC, he will
      develop and be exposed to confidential information and trade secrets of
      MDSC as well as similar information which MDSC has received from others
      (e.g. Sarnoff Corporation, Drexel University, Hahanemann and CUNY) and
      considers to be confidential. Employee understands that the maintenance of
      the proprietary character of such information is vital to MDSC.
      Accordingly, at any time during Employee's employment and at all times
      thereafter, he will not disclose to others any such confidential
      information or trade secrets. The provisions of this Section 14 shall not
      apply after the proprietary information has been: (i) voluntarily
      disclosed to the public by MDSC; or (ii) independently developed and
      disclosed by others; or (iii) otherwise enters the public domain through
      lawful means.

14.   For an 18-month period following the termination of his employment under
      the terms of Section 2 above, Employee shall not for his account or in any
      other capacity (including as an officer, member, employee, consultant,
      partner, representative, sole proprietor or advisor of another)
      participate in any entity (or affiliate or connect with, or render service
      to, or furnish assistance or advice to, any person, corporation, firm or
      other organization), which, in competition with MDSC, (a) renders medical
      services or engages in research, development, marketing and/or manufacture
      of medical devices or equipment or (b) utilizes optical spectroscopy
      methods and instrumentation to: (i) differentiate dysplastic or malignant
      from nonmalignant tissue and cellular smears; (ii) determine the efficacy
      of vitamins and/or and other chemicals in reversing pre-cancerous
      conditions; (iii) differentiate between sterile and non-sterile
      environments; (iv) differentiate between residue and non-residue
      environments; (v) create images in turbid media using time and space gated
      technology for optical mammography and tomography; or (vi) determine
      healing from sores, wounds and burns. Without limiting MDSC's other
      remedies, in the event of Employee's actual or threatened breach of this
      Section 15, MDSC shall be entitled to injunctive relief to enforce it.

15.   This Agreement shall inure to and be binding on the successors and assigns
      of MDSC. This Agreement contemplates personal services and shall not be
      assignable by Employee.

16.   This Agreement supersedes in its entirety all other agreements and
      understandings, both written and oral, regarding Employee's employment
      with MDSC.

17.   Unless otherwise hereinafter designated by either party, any notices or
      written communications under this Agreement shall be faxed and confirmed
      by certified mail to the parties herein.

18.   This Agreement, the Option and the Warrant contain the entire
      understanding and agreement between the parties with respect to the
      subject matter hereof and thereof.

      The invalidity and/or failure to materially perform by Employee (ME) of
      his contract obligations under paragraph 5 (i), (ii), (iii), (iv), (v)
      will render this agreement null and void in full or in part modified to
      the extent of Employees proportional failure to perform.

      Otherwise the invalidity of any other provision of this Agreement shall
      not impair the validity of any remaining provision. All parties to this
      agreement shall use diligence and good faith effort to satisfy any and all
      time requirements e.g. FDA applicable law etc. In this respect time is not
      of the essence to this agreement, performance is (see Paragraph 5).


                                     - 50 -
<PAGE>

      Any representations, promises or conditions in connection therewith not
      incorporated herein, in the Option or in the Warrant shall not be binding
      upon either party. No modification, waiver or agreement of termination of
      this Agreement shall be binding upon either party unless made in writing
      and signed for or on behalf of such party.

19.   This Agreement shall be construed in accordance with the laws of the State
      of New Jersey and MDSC and Employee hereby agree to submit any and all
      disputes to binding arbitration before a single independent knowledgeable
      and industry qualified arbitrator in New Jersey with the American
      Arbitration Association, and pursuant to the American Arbitration
      Association's then-applicable rules and procedures.

IN WITNESS WHEREOF, the parties intending to be legally bound have executed this
Agreement on and as of the date first above written.

MEDISCIENCE TECHNOLOGY CORP. April 23,2003

By:  Peter Katevatis Esq. Chairman of the Board / Chief Executive Officer
     SS: PK

By:  Michael W. Engelhart April 17, 2003
     SS: ME

I, Peter Katevatis Esq. Chairman/CEO herein acknowledge the receipt of $100.00
from Michael W. Engelhart in satisfaction of his right to purchase Mediscience
Technology Warrant more properly described in paragraphs. 10. And 11 of this
agreement "On the date of this Agreement, MDSC will for $100.00 dollars grant to
Employee an incentive stock option / Warrant pursuant to the 1999 Plan (the
"Option") to purchase a total of 2,000,000 shares of MDSC common stock:" under
the terms and conditions contained herein.

SS: By: PK Chairman/CEO April 23, 2003 Authorized by BOD minutes March 13,2003

CONTRACT WARRANT TO PURCHASE COMMON STOCK OF MEDISCIENCE TECHNOLOGY CORP. (MTC)

                        DATE: APRIL 23, 2003 EXHIBIT "B"

      The agreement dated April 23, 2003 between Michael W. Engelhart (ME) and
Mediscience Technology Corp. (MDSC) establishing his employment as President,
Chief Operating Officer is incorporated, controlling herein, attached and made a
part hereof as "Exhibit A"

      (MDSC) herein grants a qualified three (3) year warrant in (ME) to
purchase a total of 200,000 Mediscience Common shares restricted and leg ended
SEC rule 144 at $.025 cents All shares to be issued by Mediscience Technology
Corp. a corporation organized and existing under the laws of the State of New
Jersey

      Term of this Contract warrant: April 23, 2003 to April 23, 2006, It is
understood that this time period may be extended by future written Board of
Director action to be incorporated and a part hereof as an attachment.


                                     - 51 -
<PAGE>

      This warrant shall NOT be effected as to any and all adjustment in the
event of any funding, stock splits, reverse stock splits, warrants, etc,
including all contract rights, agreements anti-dilution rights, etc (reflected
in corporate SEC filings and (MTC) employment agreements) in Peter Katevatis
Esq. and Dr. Robert Alfano founders.

      This warrant bears a legend to the effect that the warrant, and any shares
of Common Stock of MDSC to be issued upon proper exercise thereof (respectively,
the "Option Shares") have not been registered under the Securities Act of 1933
(the "Act") or the Blue Sky laws of any jurisdiction (the "Blue Sky Laws"), and
if issued the Option Shares will be, acquired by Employee for investment,
pursuant to the terms of this employment agreement incorporated herein (Exhibit
A). Further that neither the warrant nor the Option Shares may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement for the warrant and/or the Option Shares, as the case may be, under
the Act and the Blue Sky Laws or an opinion of counsel to MDSC that registration
is not required under the Act or the Blue Sky Laws, except to the extent
allowable by law.

      This warrant Board Approved: March 13, 2003 NYC Minutes of Meeting
incorporated by reference

Issuer: Mediscience Technology Corporation Cherry Hill New Jersey

1.    Exercise, issuance of certificates: Payment for Shares: ---The rights
      represented by this warrant when properly exercised in whole or in part by
      (ME) will be effected by tender of this warrant in whole or in part at the
      principle office of (MTC) 1235 Folkstone Way Cherry Hill NJ 08034, with
      payment to (MTC) by certified check for the purchase price for such
      shares. All shares shall be issued to (ME) per his written instructions as
      designated record owner as of the close of business when Warrant and
      payment has been received by (MTC).The selling individual (ME) will be
      solely responsible for and pay any and all Federal/State taxes. The
      selling warrant holder (ME) must provide affidavit certification thereof
      that he has paid and is solely responsible for all appropriate tax
      payments. as a condition precedent to any issuance of the shares.

2.    Shares to be fully paid; Reservation of Shares: --- (MTC) covenants and
      agrees:

      a.    That during the Warrant exercise period, (MTC) will take all such
            action as may be necessary to assure that the Common Stock assumable
            upon the exercise hereof may be so issued without violation of any
            applicable law.

      b.    That during the Warrant exercise period, (MTC) will at all times use
            its best efforts to have authorized, and reserved for the purpose of
            issue or transfer upon exercise of (ME) warrant rights, a sufficient
            number of shares of Common Stock to provide for the rights
            represented by this Warrant

3.    Mediscience Technology (MTC) certifies that this three year warrant is
      issued to Michael W. Engelhart residing at 161 North Franklin Turnpike,
      Suite 204, Ramsey, NJ 07446 as part of the consideration exchanged in the
      execution of his employment agreement as President Chief Operating Officer
      of (MDSC) dated April 23, 2003

(see MTC/ ME Exhibit A contract terms).

IN WITNESS WHEREOF, (MTC) by authority of its Board of Directors March 13, 2003
has caused this warrant to be signed by its duly authorized officer as of April
23, 2003

MEDISCIENCE TECHNOLOGY CORP.

By, _ss signature 4-23-03____________________________
      Peter Katevatis, Chairman of The Board


                                     - 52 -
<PAGE>

CONTRACT WARRANT TO PURCHASE COMMON STOCK OF MEDISCIENCE TECHNOLOGY CORP. (MTC)

                        DATE: April 23, 2003 Exhibit "C"

      The agreement dated April 23, 2003 between Michael W. Engelhart (ME) and
Mediscience Technology Corp. (MDSC) establishing his employment as President,
Chief Operating Officer is incorporated, controlling herein, attached and made a
part hereof as "Exhibit A"

      (MDSC) herein grants a qualified three (3) year warrant in (ME) to
purchase a total of 1,800,000 Mediscience Common shares restricted and leg ended
SEC rule 144 at $1.00 per share in three milestone contract stages of
600,000-600,000-600,000 shares. All shares to be issued by Mediscience
Technology Corp. a corporation organized and existing under the laws of the
State of New Jersey

      Term of this Contract warrant: April 23, 2003 to April 23, 2006, It is
understood that this time period may be extended by future written Board of
Director action to be incorporated and a part hereof as an attachment.

      This warrant shall be effected as to any and all adjustment in the event
of any funding, stock splits, reverse stock splits, warrants, etc, excepting
however all contract rights, agreements anti-dilution rights, etc (reflected in
corporate SEC filings and (MTC) employment agreements) in Peter Katevatis Esq.
and Dr. Robert Alfano founders.

      This warrant bears a legend to the effect that the warrant, and any shares
of Common Stock of MDSC to be issued upon proper exercise thereof (respectively,
the "Option Shares") have not been registered under the Securities Act of 1933
(the "Act") or the Blue Sky laws of any jurisdiction (the "Blue Sky Laws"), and
if issued the Option Shares will be, acquired by Employee for investment,
pursuant to the terms of this employment agreement incorporated herein (Exhibit
A). Further that neither the warrant nor the Option Shares may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement for the warrant and/or the Option Shares, as the case may be, under
the Act and the Blue Sky Laws or an opinion of counsel to MDSC that registration
is not required under the Act or the Blue Sky Laws, except to the extent
allowable by law.

      This warrant Board Approved: March 13, 2003 NYC Minutes of Meeting
incorporated by reference


                                     - 53 -
<PAGE>

      Issuer: Mediscience Technology Corporation Cherry Hill New Jersey.
Corporate Milestone satisfaction may be totally or partially satisfied in either
of two alternatives by (ME):

                    A. Satisfaction of Paragraph 5 milestones

(ME), predicated on his meeting contract milestones (paragraph 5 (i), (ii),
(iii), (iv), (v) Exhibit A) during the three year period (April 23, 2003 to
April 23, 2006) is entitled to purchase from Mediscience Technology Corp. (MTC),
at the price of one dollar ($1.00) per share up to one million eight hundred
thousand (1,800,000) of (MTC) common. "Exhibit A" Said purchases to be seriatim
milestone approved by Board of Director action.

                          B. Funding of $ 5M $10M $15M

The warrant of 1,800,000 shares will be exercisable subject to the following
conditions precedent

a) To the extent of 600,000 shares from and after the later of: (i) the date on
which MDSC and /or any wholly owned subsidiary company shall have received at
least $5.0 (five) million in equity investments based upon the Business Plan
This provision can not under any circumstances or reason be independently waived
by Board of Directors action. Chairman/CEO at his sole discretion and authority
can introduce a motion total or partial waiver to the Board of Directors based
on the on- going COO performance, financial capability of MDSC and timely
satisfaction on budget of each Critical Milestone.

(b) To the extent of an additional 600,000 shares from and after the later of
(ii) the date on which MDSC shall have received a total of at least $ 10 (ten)
million. In equity investments based upon the Business Plan. This provision
cannot under any circumstances or reason be independently waived by Board of
Directors action. Chairman/CEO at his sole discretion and authority can
introduce a motion for total or partial waiver to the Board of Directors based
on the on- going COO performance, financial capability of MDSC and timely
satisfaction on budget of each Critical Milestone

c) To the extent of an additional 600,000 shares from and after (iii) the date
on which MDSC shall have received at least $ 15 (fifteen) million in equity
investments based upon the Business Plan. This provision cannot under any
circumstances or reason be independently waived by Board of Directors action.
Chairman/CEO at his sole discretion and authority may introduce a motion for
total or partial waiver to the Board of Directors based on the on- going COO
performance, financial capability of MDSC and timely satisfaction on budget of
each Critical Milestone

All shares will be forwarded to (ME) to 161 North Franklin Turnpike, Suite 204,
and Ramsey, NJ 07446 Attention Michael W. Engelhart

      (MTC) reserves the right to cancel this three (3) year warrant in whole or
in part at any time during the three-year period in accordance with Exhibit A
terms and conditions. Thus avoiding the issuance of all or the remaining
unissued the shares. Notwithstanding the foregoing provisions of this warrant it
will be fully exercisable in the event of a "change in control" for value which
occurs on or prior to the warrant expiration date and which results from the
sale, transfer or disposition of all or substantially all of the assets of
(MTC), a merger involving (MTC) in which a majority of the Board of Directors of
the surviving entity is not composed of members of the Board of directors as of
the day preceding the effective date of the merger, or the leveraged buyout of
(MTC) ("a change in control"). See Exhibit A applicable terms.


                                     - 54 -
<PAGE>

1. Exercise, issuance of certificates: Payment for Shares: ---The rights
represented by this warrant when properly exercised in whole or in part by (ME)
will be effected by tender of this warrant in whole or in part at the principle
office of (MTC) 1235 Folkstone Way Cherry Hill NJ 08034, with payment to (MTC)
by certified check for the purchase price for such shares. All shares shall be
issued to (ME) per his written instructions as designated record owner as of the
close of business when Warrant and payment has been received by (MTC).

The selling individual (ME) will be solely responsible for and pay any and all
Federal/State taxes. The selling warrant holder (ME) must provide affidavit
certification thereof from his selling broker that the selling brokerage firm
has paid and forwarded all appropriate tax payments as a condition precedent to
any cash or share distribution to the selling warrant/option holder.

2. Shares to be fully paid; Reservation of Shares: --- (MTC) covenants and
agrees:

      a.    That during the Warrant exercise period, (MTC) will take all such
            action as may be necessary to assure that the Common Stock assumable
            upon the exercise hereof may be so issued without violation of any
            applicable law.

      b.    That during the Warrant exercise period, (MTC) will at all times use
            its best efforts to have authorized, and reserved for the purpose of
            issue or transfer upon exercise of (ME) warrant rights, a sufficient
            number of shares of Common Stock to provide for the rights
            represented by this Warrant.

3. Mediscience Technology (MTC) certifies that this three year warrant is issued
to Michael W. Engelhart residing at 161 North Franklin Turnpike, Suite 204,
Ramsey, NJ 07446 for value received of one hundred dollars $100.00 (see MTC/ ME
Exhibit A contract terms). ss:
Signature_SS:PK______________________________________

                  Peter Katevatis President/CEO April 23, 2003

IN WITNESS WHEREOF, (MTC) by authority of its Board of Directors has caused this
warrant to be signed by its duly authorized officer as of April 23, 2003

MEDISCIENCE TECHNOLOGY CORP.
By, ss: signature April 23, 2003
        Peter Katevatis, Chairman of The Board

                    Braginsky Affadavit Agreement Exhibit "D"

            I Sidney Braginsky, herein agree to the total and immediate
nullification and termination of my executory agreement with Mediscience
Technology Corp. dated July 9, 2001 together with all its terms and conditions,
including any claim for accruals in salary and/or expenses effective
retroactively as of July 9th 2001


                                     - 55 -
<PAGE>

THIS HOLD HARMLESS AGREEMENT by Mediscience Technology Corp. incorporated herein
and made a part hereof: Mediscience Technology Corp. (MDSC) shall hold Sidney
Braginsky harmless from any and all claims, actions, injuries, proceedings,
expenses, damages, statutory or other fines, levy's, taxes (state/federal) of
whatsoever nature domestic or foreign and all liabilities including but not
limited to, reasonable attorney fees and court costs arising from Mediscience
Technology Corp. negligence, willful misconduct, or breach of its obligations
enumerated hereunder.


                                SS: PK ___________________________

                                Peter Katevatis Esq. Chairman/CEO April 26, 2003

                                Authorized by BOD meeting March 13, 2003 NYC

Mr. Sidney Braginsky shall continue as a Board member, his compensation to be
the same as all other BOD members. Additionally he will provide compensated
consulting services to the Board and President COO Michael Engelhart as needed.

By our signatures below we waive any and all rights and or claims that exist or
may exist between us by virtue of or arising out of our executory COO employment
agreement dated July 9, 2001.

SS: SB________________                  SS: PK_________________________
Sidney Braginsky  Date: April 26,2003   Peter Katevatis Esq.  Date April 26,2003
Chairman/CEO                            Mediscience Technology Corp.
   President Digilab Inc.                  Per: BOD Meeting 3-13-2003 NYC

Registrant's 8-K filed June 12,2002

Effective June 10, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed a new contract with the Research Foundation City
University of New York (RFCUNY), that supercedes all prior agreements with
(RFCUNY), restructures all MTC debt to RFCUNY and reduces MTC royalty rate from
5% to 3.25% as to all patent/patent applications of a Medical nature in exchange
for the following consideration to (RFCUNY): 1. Registrant's cash payment of
$85,045.00, 2. Registrant's issuance to RFCUNY of 283,228 SEC144 shares. 3.
Registrant's issuing a five (5) year. Warrant to (RFCUNY) providing (RFCUNY) the
right to purchase six hundred thousand (600,000) SEC144 shares at one dollar
($1.00) per share. The agreement protects Registrant by affirming Registrant's
ownership and/or exclusive license of all MEDICAL APPLICATIONS embodied in
Registrants patent list attached to the contract as exhibit A. RFCUNY has a
prior warrant to purchase five hundred thousand (500,000) shares of Mediscience
common Rule 144 shares at one dollar ($1.00) per share expiring December 31,
2003. Total warrants presently in RFCUNY for Mediscience common SEC 144 shares
is One Million one hundred thousand (1,100,000).


                                     - 56 -
<PAGE>

Effective May 31, 2002 and unanimously approved by the Board of Directors May
30, 2002 Registrant executed and fully funded a new agreement with "The
Institute for Ultra fast Spectroscopy and Lasers Center for Ultrafast Photonics
and Mediphotonics Laboratory of City University of New York". Term: July 1, 2002
to June 30, 2003. The agreement provides continual technical and research
assistance to Registrant in support of existing and anticipated clinical trials
in the United States and India.

ITEM 14. CONTROLS AND PROCEDURE

(a)   Evaluation of Disclosure Controls and Procedures

      Under the supervision and with the participation of our management,
      including our Chief Executive Officer, we evaluated the effectiveness of
      the design and operation of our disclosure controls and procedures (as
      defined in Rule 13a-14(c) under the Exchange Act) as of a date ("the
      Evaluation Date") within 90 days prior to the filing date of this report.
      Based on that evaluation, the Chief Executive Officer concluded that, as
      of the Evaluation Date, our disclosure controls and procedures were
      effective in timely alerting them to the material information relating to
      the Company (or the Company's consolidated subsidiaries) required to be
      included in our periodic SEC filings.

(b)   Changes in Internal Controls

      There were no significant changes in our internal controls during the
      period covered by this report or, to management's knowledge, in other
      factors that could significantly affect these controls subsequent to the
      date of their evaluation.

A control system, no matter how well-designed and operated, cannot provide
absolute assurance that the objectives of the controls system are met, and no
evaluation of internal controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.

Subsequent to the date of their evaluation there have been no significant
changes in internal controls or in other factors that could significantly affect
theses controls.

ITEM 15. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)   Exhibits.

10.01 Employment Agreement dated May 1, 1992 between the registrant and Peter
Katevatis. (1)

10.02 Consulting Agreement dated April 21, 1992 between the Registrant and Dr.
Robert R. Alfano (2)

10.03 Extension Agreement between the Registrant and City College of the City of
New York (3)


                                     - 57 -
<PAGE>

10.04 Research Proposal to Registrant submitted jointly by the City Collage of
the City University of New York and the Research Foundation of the City
University of New York (4)

10.07 Agreement dated December 1, 1988 by and among the Registrant,Laser
Diagnosis and Robert Alfano, as amended and modified on October 24, 1988 (7)

10.08 Research Agreement between the Research Foundations of the City University
of New York and the Registrant dated as of June 1, 1992 (9)

10.10 License Agreement between Virginia Commonwealth University and the
Registrant (10)

10.11 Letter Agreement between Memorial Hospital for Cancer and Allied Diseases
and the Registrant dated March 30, 1993 amending Clinical Trial Agreement dated
June 1, 1992 (11)

10.12 Amendment No. 3 to Agreement between the Registrant and City College of
The City University of New York

10.13 Research Agreement effective July 1, 1994 between the Registrant and
Sloan-Kettering Institute for Cancer Research (12)

10.14 License Agreement between Yale University and the Registrant dated May 4,
1993

10.15 License Agreement between Yale University and the Registrant dated
November 30, 1993

10.16 Research Agreement effective July 1,1994 between tar Registrant and the
Trustees of Columbia University in the City of New York (13)

10.17 Research Agreement effective July 1, 1994 between Registrant and the Free
University, Amsterdam N.V. (14)

10.18 Microbial Detection protocol dated August 15, 1994 between and the
Registrant and Merck & Co. (15)

10.19 Collaborative Research Agreement effective September 23, 1994 between The
Registrant and General Electric Company (16)

10.20 SBIR Grant Award effective September 30,1994 between the Registrant and
the National Institutes of Health (17)

10.21 Award/Contract effective September 30, 1994 between the Registrant and the
U.S. Army Medical Research Acquisition Activity (18)


                                     - 58 -
<PAGE>

10.22 Clinical Trial Agreement effective December 1, 1994 between the Registrant
and the General Hospital Corporation, d.b.a. Massachusetts General Hospital (19)

10.23 Investment Banking Agreement effective August 8, 1995 between the
Registrant and Allen & Company Incorporated (20)

10.24 Employment Agreement between the Registrant and H.L Hugill effective
January 18, 1996 (21)

10.25 Collaborative Research Agreement effective June 15, 1996 between the
Registrant, Mallinckrodt Medical Inc. and the Research Foundation of the City
University of New York (22)

10.26 Investigational Device Exemption dated January 3, 1997 by the U.S. Food
and Drug Administration (FDA) (23)

10.27 Employment Agreement Extension effective January 17, 1997 between the
Registrant and H.L.Hugill (24)

10.28 Research Agreement effective April 21, 1997 among the Registrant, General
Electric Co, and the Research Foundation of the City University of New York (25)

1029 employment Agreement between the Registrant and Dr. Frank S. Castellana
dated November 17, 1999

1030 employment agreement between the Registrant and Sidney Braginsky dated July
9, 2003

1031 Braginsky Affadavit agreement with Registrant terminating his agreement of
July 9,2001 effective as of July 9, 2001

1032 employment agreement between Registrant and Michael Engelhart dated April
26, 2003

(b)   Reports on Form 8-K

See Exhibit 10.25

Collaborative Research Agreement effective June 15, 1996 between the Registrant,
Mallinckrodt Medical Inc. and the Research Foundation of the City University of
New York. (22)

See Exhibit 10.26

Investigational Device Exemption granted January 6, 1997 by the U.S. Food and
Drug Administration (FDA) (23)

See Exhibit 10.27

Employment Agreement effective January 17, 1997 between the Registrant and
H.L.Hugill Hugill (24)


                                     - 59 -
<PAGE>

See Exhibit 10.28

Research Agreement effective April 21, 1997 with General Electric Company and
the Research Foundation of the City University of New York (25)

See Exhibit 10.29

Employment Agreement dated November 17, 1999 between Registrant and Dr. Frank S.
Castellana (32)

See Exhibit 10-30 Form 8-K dtd June 4, 2003

(1)   Filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1993

(2)   Filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1993

(3)   Filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28,1993

(4)   Filed as Exhibit 10.1 to registrant's Annual Report 10-K for the fiscal
      Year ended February 28, 1989 and incorporated by reference thereto.

(5)   Filed as Exhibit 10.3 to Registrant's registration Statement on Form S-1
      Filed on July 5, 1991 and incorporated herein by reference thereto.

(6)   Filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1987 and incorporated by reference thereto.

(7)   Filed as Exhibit 10.5 to Registrant's Registration Statement on Form S-1
      Filed on July 5,1991 and incorporated herein by reference thereto.

(8)   Filed as Exhibit 10.8 to Registrant's Registration Statement on Form S-1
      Filed on August 24,1992 and incorporated by reference hereto.

(9)   Filed as Exhibit 10.9 to Registrant's Registration Statement on Form S-1
      Filed on August 24, 1992 and incorporated herein by reference hereto.

(10)  Filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1993.

(11)  Filed as exhibit 10.11 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1993.

(12)  Filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 195.


                                     - 60 -
<PAGE>

(13)  Filed as Exhibit 10.16 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1995.

(14)  Filed as Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1995.

(15)  Filed as Exhibit 10.18 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1995.

(16)  Filed as Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1995.

(17)  Filed as Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the
      Fiscal year ended February 28, 1995.

(18)  Filed as Exhibit 10.21 to Registrant's Annual Report on Form 10-K for the
      Fiscal year February 28, 1995.

(19)  Filed as Exhibit 10.22 to Registrants Annual Report on Form 10-K for the
      Fiscal year February 28, 1995.

(20)  Filed as Exhibit A to Registrant's current report on Form 10-K dated
      September 23, 1995.

(21)  Filed as Exhibit A to Registrant's current report on Form 10-K dated April
      23, 1996.

(22)  Filed as Exhibit A to Registrant's current report on Form 8-K dated June
      15, 1996.

(23)  Filed as Exhibit A to Registrant's current report on Form 8-K dated
      January 6, 1997.

(24)  Filed as Exhibit A to Registrant's current report on Form 8-K dated Jan
      13, 1997

(25)  Filed as Exhibit A to Registrants current report on Form 8-K dated January
      28, 1997

(26)  Filed as Exhibit A to Registrant's current report on Form 8-K dated April
      21, 1997.

(27)  Filed as Exhibit A to Registrant's current report on Form 8-K dated May
      16.1997

(28)  Filed as Exhibit A to Registrant's current report on Form 8-K dated Oat
      21, 1997

(29)  Filed as Exhibit A to Registrant's current report on Form SEC13G dated Feb
      12, 1998

(30)  Filed as Exhibit A to Registrant's current report on Form 8-K dated April
      8, 1998

(31)  Filed as Exhibit A to Registrant's current report on Form 8-K dated May
      29, 1998

(32)  Filed as exhibit A to Registrant's current report on Form 8-K dated Nov 23
      1999

(33)  Filed as exhibits A,B,C,D,E to Registrant"s current report dated March 13,
      2003.


                                     - 61 -
<PAGE>

(34)  Filed as Exhibit A to Registrant's current report dated March 13, 2003,

(35)  Filed as exhibit A to Registrant's current report dated January22. 2003.

(36)  Certification of Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.

(37)  Certification of Chief Operating Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.

(38)  Certification of Chief Financial Officer/Audit Committee Chairman pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.

(39)  Certification of Chief Executive Officer pursuant to 18 U.S.C. SECTION
      1350, Section 906 of the Sarbanes-Oxley Act of 2002.

(40)  Certification of Chief Operations Officer pursuant to 18 U.S.C. SECTION
      1350, Section 906 of the Sarbanes-Oxley Act of 2002.

(41)  Certification of Chief Financial Officer/Audit Committee Chairman pursuant
      to18 U.S.C. SECTION 1350,Section 906 of the Sarbanes-Oxley Act of 2002.

(42)  8-K filed June 4, 2003

ITEM 16 RISK FACTORS REVIEWED

RISK FACTORS The following risk factors should be considered carefully in
addition to the other information presented in this report. This report contains
forward looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the forward
looking statements. Factors that might cause such differences include, but are
not limited to, the following:

WE DO NOT HAVE ALONG OPERATING HISTORY, WHICH MAKES IT DIFFICULT FOR YOU TO
EVALUATE OUR BUSINESS.

Because limited historical information is available on our revenue trends and
operations, it will be difficult for you to evaluate our business. Our prospects
must be considered in light of the substantial risks, expenses, uncertainties
and difficulties encountered by entrants into the medical device industry, which
is characterized by increasing intense competition and a high failure rate.

WE HAVE A HISTORY OF LOSSES, AND WE EXPECT LOSSES TO CONTINUE.

We have never been profitable, and we have had operating losses since our
inception. We expect our operating losses to continue as we continue to expend
substantial resources to launch the Simple Choice product line, to complete
development of our products, obtain regulatory clearances or approvals, build
our marketing, sales, manufacturing and finance organizations, and conduct
further research and development. To date, we have engaged primarily in research
and development efforts. The further development and commercialization of our
products will require substantial development, regulatory, sales and marketing,
manufacturing and other expenditures.


                                     - 62 -
<PAGE>

IF WE CANNOT OBTAIN ADDITIONAL FUNDS WHEN NEEDED, WE WILL NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN.

We will require substantial additional capital to develop our products,
including completing product testing and clinical trials, obtaining all required
regulatory approvals and clearances, beginning and scaling up manufacturing, and
marketing our products. We have historically funded a significant portion of our
activities through private placements . We are seeking a collaborative partner
for our technology and are seeking targeted funding for our cervical cancer
program. Any failure to find collaborative partners to fund our capital
expenditures, or our inability to obtain capital through other sources, would
limit our ability to grow and operate as planned. Even if we do enter into an
agreement with a collaborative partner, the obligations of a collaborative
partner to fund our expenditures is largely discretionary and depends on a
number of factors, including our ability to meet specified milestones in the
development and testing of the relevant product. We may not be able to meet
these milestones, or our collaborative partner may not continue to fund our
expenditures.

We bear responsibility for all aspects of our product line and our cervical
cancer product, which are not being developed with a collaborative partner. We
may be required to raise additional funds through public or private financing,
additional collaborative relationships or other arrangements. We believe that
our existing capital resources may not be sufficient to fund our operations to
the point of commercial introduction of our monitoring products, our cervical
cancer detection product. . Any failure to achieve adequate funding in a timely
fashion would delay our development programs and could lead to abandonment of
one or more of our development initiatives. Any required additional funding may
not be available on terms attractive to us, or at all. To the extent we cannot
obtain additional funding, our ability to continue to develop and introduce
products to market will be limited. Any additional equity financing may be
dilutive to stockholders, and debt financing, if available, may involve
restrictive covenants that would limit how we conduct our business or finance
our operations.

IF WE CANNOT OBTAIN ADDITIONAL FUNDS WHEN NEEDED, OR ACHIEVE PROFITABILITY WE
MAY NOT BE ABLE TO CONTINUE AS A GOING CONCERN.

Our independent auditors have included an explanatory paragraph in their audit
report referring to our recurring operating losses and a substantial doubt about
our ability to continue as a going concern. Absent additional funding from
private or public equity or debt financings, collaborative or other partnering
arrangements, or other sources and If we do not secure additional funding, we
will be unable to conduct all of our product development efforts as planned, and
we may need to cease operations or sell assets. In addition, the existence of
the explanatory paragraph in the audit report may in and of itself cause our
stock price to decline as certain investors may be restricted or precluded from
investing in companies that have received this notice in an audit report.

OUR ABILITY TO SELL OUR PRODUCTS IS CONTROLLED BY GOVERNMENT REGULATIONS, AND WE
MAY NOT BE ABLE TO OBTAIN ANY NECESSARY CLEARANCES OR APPROVALS.

The design, manufacturing, labeling, distribution and marketing of medical
device products are subject to extensive and rigorous government regulation,
which can be expensive and uncertain and can cause lengthy delays before we can
begin selling our products.

IN THE UNITED STATES, THE FOOD AND DRUG ADMINISTRATION'S ACTIONS COULD DELAY OR
PREVENT OUR ABILITY TO SELL OUR PRODUCTS, WHICH WOULD ADVERSELY AFFECT OUR
GROWTH AND STRATEGY PLANS.

o     In order for us to market our products in the United States, we must
      obtain clearance or approval from the Food and Drug Administration, or
      FDA. We cannot be sure:

o     that we or any collaborative partners will make timely filings with the
      FDA;

o     that the FDA will act favorably or quickly on these submissions;


                                     - 63 -
<PAGE>

o     that we will not be required to submit additional information or perform
      additional clinical studies;

o     that we would not be required to submit an application for premarket
      approval, rather than a 510(k) pre-market notification submission as
      described below; or

o     that other significant difficulties and costs will not be encountered to
      obtain FDA clearance or approval.

The pre-market approval process is more rigorous and lengthier than the 510(k)
clearance process for pre-market notifications; it can take several years from
initial filing and require the submission of extensive supporting data and
clinical information. clinical study data.

The FDA may impose strict labeling or other requirements as a condition of its
clearance or approval, any of which could limit our ability to market our
products. Further, if we wish to modify a product after FDA clearance of a
pre-market notification or approval of a pre-market approval application,
including changes in indications or other modifications that could affect safety
and efficacy, additional clearances or approvals will be required from the FDA.
Any request by the FDA for additional data, or any requirement by the FDA that
we conduct additional clinical studies or submit to the more rigorous and
lengthier pre-market approval process, could result in a significant delay in
bringing our products to market and substantial additional research and other
expenditures. Similarly, any labeling or other conditions or restrictions
imposed by the FDA on the marketing of our products could hinder our ability to
effectively market our products. Any of the above actions by the FDA could delay
or prevent altogether our ability to market and distribute our products.
Further, there may be new FDA policies or changes in FDA policies that could be
adverse to us.

IN FOREIGN COUNTRIES, INCLUDING EUROPEAN COUNTRIES, WE ARE ALSO SUBJECT TO
GOVERNMENT REGULATION, WHICH COULD DELAY OR PREVENT OUR ABILITY TO SELL OUR
PRODUCTS IN THOSE JURISDICTIONS.

In order for us to market our products in Europe and some other international
jurisdictions, we and our distributors and agents must obtain required
regulatory registrations or approvals. We must also comply with extensive
regulations regarding safety, efficacy and quality in those jurisdictions. We
may not be able to obtain the required regulatory registrations or approvals, or
we may be required to incur significant costs in obtaining or maintaining any
regulatory registrations or approvals we receive. Delays in obtaining any
registrations or approvals required to market our products, failure to receive
these registrations or approvals, or future loss of previously obtained
registrations or approvals would limit our ability to sell our products
internationally. For example, international regulatory bodies have adopted
various regulations governing product standards, packaging requirements,
labeling requirements, import restrictions, tariff regulations, duties and tax
requirements. These regulations vary from country to country. In order to sell
our products in Europe, we must maintain ISO 9001 certification and CE mark
certification, which is an international symbol of quality and compliance with
applicable European medical device directives. Failure to receive or maintain
ISO 9001 certification or CE mark certification or other international
regulatory approvals would prevent us from selling in Europe.

EVEN IF WE OBTAIN CLEARANCE OR APPROVAL TO SELL OUR PRODUCTS, WE ARE SUBJECT TO
ONGOING REQUIREMENTS AND INSPECTIONS THAT COULD LEAD TO THE RESTRICTION,
SUSPENSION OR REVOCATION OF OUR CLEARANCE.

We, as well as any collaborative partners, will be required to adhere to
applicable FDA regulations regarding good manufacturing practice, which include
testing, control, and documentation requirements. We are subject to similar
regulations in foreign countries. Ongoing compliance with good manufacturing
practice and other applicable regulatory requirements will be strictly enforced
in the United States through periodic inspections by state and federal agencies,
including the FDA, and in international jurisdictions by comparable agencies.
Failure to comply with these regulatory requirements could result in, among
other things, warning letters, fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, failure to
obtain premarket clearance or premarket approval for devices, withdrawal of
approvals previously obtained, and criminal prosecution. The restriction,
suspension or revocation of regulatory approvals or any other failure to comply
with regulatory requirements would limit our ability to operate and could
increase our costs.


                                     - 64 -
<PAGE>

OUR SUCCESS LARGELY DEPENDS ON OUR ABILITY TO OBTAIN AND PROTECT THE PROPRIETARY
INFORMATION ON WHICH WE BASE OUR PRODUCTS.

Our success depends in large part upon our ability to establish and maintain the
proprietary nature of our technology through the patent process, as well as our
ability to possibly license from others patents and patent applications
necessary to develop products. If any of our patents are successfully
challenged, invalidated or circumvented, or our right or ability to manufacture
our products were to be limited, our ability to continue to manufacture and
market our products could be adversely affected. In addition to patents, we rely
on trade secrets and proprietary know-how, which we seek to protect, in part,
through confidentiality and proprietary information agreements. The other
parties to these agreements may breach these provisions, and we may not have
adequate remedies for any breach. Additionally, our trade secrets could
otherwise become known to or be independently developed by competitors.

We have been issued, or have rights to, 25 U.S. patents (including those under
license). In addition, we have filed for, or have rights to, 1 U.S. patents
(including those under license) that are still pending. . One or more of the
patents we hold directly or license from third parties, may be successfully
challenged, invalidated or circumvented, or we may otherwise be unable to rely
on these patents. These risks are also present for the process we use or will
use for manufacturing our products. In addition, our competitors, many of whom
have substantial resources and have made substantial investments in competing
technologies, may apply for and obtain patents that prevent, limit or interfere
with our ability to make, use and sell our products, either in the United States
or in international markets.

The medical device industry has been characterized by extensive litigation
regarding patents and other intellectual property rights. In addition, the
United States Patent and Trademark Office may institute interference
proceedings. The defense and prosecution of intellectual property suits, Patent
and Trademark Office proceedings and related legal and administrative
proceedings are both costly and time consuming. Moreover, we may need to
litigate to enforce our patents, to protect our trade secrets or know-how, or to
determine the enforceability, scope and validity of the proprietary rights of
others. Any litigation or interference proceedings involving us may require us
to incur substantial legal and other fees and expenses and may require some of
our employees to devote all or a substantial portion of their time to the
proceedings. An adverse determination in the proceedings could subject us to
significant liabilities to third parties, require us to seek licenses from third
parties or prevent us from selling our products in some or all markets. We may
not be able to reach a satisfactory settlement of any dispute by licensing
necessary patents or other intellectual property. Even if we reached a
settlement, the settlement process may be expensive and time consuming, and the
terms of the settlement may require us to pay substantial royalties. An adverse
determination in a judicial or administrative proceeding or the failure to
obtain a necessary license could prevent us from manufacturing and selling our
products.

WE ARE DEVELOPING OUR CURRENT PRODUCT LINE INDEPENDENTLY FROM ANY COLLABORATIVE
PARTNERS, WHICH MAY REQUIRE US TO ACCESS ADDITIONAL CAPITAL AND TO DEVELOP
ADDITIONAL SKILLS TO PRODUCE, MARKET AND DISTRIBUTE THESE PRODUCTS.

We are also currently seeking direct funding for and expect to commercialize our
cervical cancer detection product independently of any collaborative partner.
These activities require additional resources and capital that we will need to
secure. There is no assurance that we will be able to raise sufficient capital
or attract and retain skilled personnel to enable us to finish development,
launch and market these products. Thus, there can be no assurance that we will
be able to commercialize all, or any


                                     - 65 -
<PAGE>

BECAUSE OUR PRODUCTS, WHICH USE DIFFERENT TECHNOLOGY OR APPLY TECHNOLOGY IN MORE
INNOVATIVE WAYS THAN OTHER MEDICAL DEVICES, ARE OR WILL BE NEW TO THE MARKET, WE
MAY NOT BE SUCCESSFUL IN LAUNCHING OUR PRODUCTS AND OUR OPERATIONS AND GROWTH
WOULD BE ADVERSELY AFFECTED.

Our products are based on new methods of cervical cancer detection. If our
products do not achieve significant market acceptance, our sales will be limited
and our financial condition may suffer. Physicians and individuals may not
recommend or use our products unless they determine that these products are an
attractive alternative to current tests that have a long history of safe and
effective use. To date, our products have been used by only a limited number of
people, and few independent studies regarding our products have been published.
The lack of independent studies limits the ability of doctors or consumers to
compare our products to conventional products.

IF WE ARE UNABLE TO COMPETE EFFECTIVELY IN THE HIGHLY COMPETITIVE MEDICAL DEVICE
INDUSTRY, OUR FUTURE GROWTH AND OPERATING RESULTS WILL SUFFER.

The medical device industry in general, and the markets in which we expect to
offer products in particular, are intensely competitive. Many of our competitors
have substantially greater financial, research, technical, manufacturing,
marketing and distribution resources than we do and have greater name
recognition and lengthier operating histories in the health care industry. We
may not be able to effectively compete against these and other competitors. .
Further, if our products are not available at competitive prices, health care
administrators who are subject to increasing pressures to reduce costs may not
elect to purchase them. Accordingly, competition in this area is expected to
increase.

Furthermore, our competitors may succeed in developing, either before or after
the development and commercialization of our products, devices and technologies
that permit more efficient, less expensive non-invasive and less invasive
monitoring , or cancer detection. It is also possible that one or more
pharmaceutical or other health care companies will develop therapeutic drugs,
treatments or other products that will substantially render our products
obsolete.

WE HAVE LITTLE MANUFACTURING EXPERIENCE, WHICH COULD LIMIT OUR GROWTH.

We do not have manufacturing experience that would enable us to make products in
the volumes that would be necessary for us to achieve significant commercial
sales, and we rely upon our suppliers. In addition, we may not be able to
establish and maintain reliable, efficient, full scale manufacturing at
commercially reasonable costs, in a timely fashion. Difficulties we encounter in
manufacturing scale-up, or our failure to implement and maintain our
manufacturing facilities in accordance with good manufacturing practice
regulations, international quality standards or other regulatory requirements,
could result in a delay or termination of production.

THE AVAILABILITY OF THIRD-PARTY REIMBURSEMENT FOR OUR PRODUCTS IS UNCERTAIN,
WHICH MAY LIMIT CONSUMER USE AND THE MARKET FOR OUR PRODUCTS.

In the United States and elsewhere, sales of medical products are dependent, in
part, on the ability of consumers of these products to obtain reimbursement for
all or a portion of their cost from third-party payors, such as government and
private insurance plans. Any inability of patients, hospitals, physicians and
other users of our products to obtain sufficient reimbursement from third-party
payors for our products, or adverse changes in relevant governmental policies or
the policies of private third-party payors regarding reimbursement for these
products, could limit our ability to sell our products on a competitive basis.
We are unable to predict what changes will be made in the reimbursement methods
used by third-party health care payors. Moreover, third-party payors are
increasingly challenging the prices charged for medical products and services,
and some health care providers are gradually adopting a managed care system in
which the providers contract to provide comprehensive health care services for a
fixed cost per person. Patients, hospitals and physicians may not be able to
justify the use of our products by the attendant cost savings and clinical
benefits that we believe will be derived from the use of our products, and
therefore may not be able to obtain third-party reimbursement.


                                     - 66 -
<PAGE>

Reimbursement and health care payment systems in international markets vary
significantly by country and include both government sponsored health care and
private insurance. We may not be able to obtain approvals for reimbursement from
these international third-party payers in a timely manner, if at all. Any
failure to receive international reimbursement approvals could have an adverse
effect on market acceptance of our products in the international markets in
which approvals are sought.

OUR SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT AND RETAIN SCIENTIFIC, TECHNICAL,
MANAGERIAL AND FINANCE PERSONNEL.

Our ability to operate successfully and manage our future growth depends in
significant part upon the continued service of key scientific, technical, and
managerial and finance personnel, as well as our ability to attract and retain
additional highly qualified personnel in these fields. We may not be able to
attract and retain key employees when necessary, which would limit our
operations and growth.

WE ARE SIGNIFICANTLY INFLUENCED BY OUR DIRECTORS, EXECUTIVE OFFICERS AND THEIR
AFFILIATED ENTITIES.

Our directors, executive officers and entities affiliated with them beneficially
owned an aggregate of 24.7% of our outstanding common stock as of February 28,
2003 These stockholders, acting together, would be able to exert significant
influence on substantially all matters requiring approval by our stockholders,
including the election of directors and the approval of mergers and other
business combination transactions.


                                     - 67 -
<PAGE>

Exhibit 36

                                  CERTIFICATION

I, Peter Katevatis, Chief Executive Officer of Mediscience Technology Corp.,
certify that:

1. I have reviewed this annual report on Form 10-KSB of Mediscience Technology
Corp..;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: June 4, 2003                                      /s/ Peter Katevatis Esq.
                                                        ------------------------
                                                          Peter Katevatis Esq.
                                                        Chief Executive Officer


                                     - 68 -
<PAGE>

Exhibit 37

                                  CERTIFICATION

I, Michael Engelhart, President and Chief Operating Officer of Mediscience
Technology Corp.., certify that:

1. I have reviewed this annual report on Form 10-KSB of Mediscience Technology
Corp..;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: June 4, 2003                                  /s/ Michael Engelhart
                                                    ---------------------
                                                       Michael Engelhart
                                               President Chief Operating Officer


                                     - 69 -
<PAGE>

Exhibit 38

                                  CERTIFICATION

                            Certification Pursuant to

                               Section 906 of the

                           Sarbanes-Oxley Act of 2002

      The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, in his
capacity as an officer of Mediscience Technology Corp. (the "Company"), that, to
his knowledge, the Annual Report of the Company on Form 10-KSB for the fiscal
year ended February 28, 2003, fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 and that the information contained
in such report fairly presents, in all material respects, the financial
condition and results of operations of the Company.


Date: June 4, 2003

                                             Name:ss:Peter Katevatis
                                             Title:Chairman,CEO

Exhibit 39

                            CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Mediscience Technology Corp.. (the
"Company") on Form 10-K for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned officer of the Company certifies, pursuant to 18 U.S.C. Sec 1350, as
adopted pursuant to Sec 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

      (1) The Report fully complies with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company as of the dates and for the periods expressed in the Report.

Date: June 4, 2003                     /ss/  Michael Engelhart

                                       Name:  Michael Engelhart

                                       Title: President Chief  Operating Officer


                                     - 70 -
<PAGE>

                  MEDISCIENCE TECHNOLOGY CORP."CODE OF ETHICS"

Subscribed to by all Officers and Directors by their signature to this 10-K 2003
document.

Purpose: written standards designed to defer wrongdoing and to promote honesty
and ethical conduct at all times material to the best interests of our
shareholders and the investment public.

1. At all times--ethical handling of any actual or apparent conflicts of
interest between any personal and professional relationships of our Officers.
Director

2. At all times full, fair, accurate, timely and clearly understandable
disclosure in all our reports and documents filed with or submitted to the SEC
and any and all public communications. Where material such public communications
to be both *-K filings and posted on MEDISCIENCETECH.com the company web site.

3. At all times to be in full compliance with applicable state and federal laws,
rules and regulations.

4. To promptly report internally to the appropriate party any infraction and
hold accountable responsible parties for breach of the Code of Ethics.

Any change to or a waiver of the above code of ethics will be reported within 5
business days either on an 8-K filing or a posting of notice on the Company's
web site MEDISCIENCETECH.com as required under present SEC guidelines.


                                     - 71 -
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                        Mediscience Technology Corp.

                                        /s/ Peter Katevatis
                                        ----------------------------

Date: May , 2003 By: Peter Katevatis, Chairman of the Board and Chief Executive
Officer

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Mediscience Technology Corp.
hereby severally constitute and appoint Peter Katevatis Esq., our true and
lawful attorney, with full power to sign for us and in our names in the
capacities indicated below, any amendments to this report on form 10-KSB, and
generally to do all things in our names and on our behalf in such capacities to
enable Mediscience Technology Corp. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and all the requirements of the
Securities and Exchange Commission.

Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date indicated.

Signature & Date                                  Title
-------------------------                         -----

/s/ Peter Katevatis                     Director, Board Chairman/CEO
-------------------------
Peter Katevatis, Esq.
May  ,2003


/s/ William Armstrong
-------------------------
William Armstrong                       Director
May   ,2003


                                     - 72 -
<PAGE>

/s/ John M. Kennedy
-------------------------
John M. Kennedy                         Director, Chief Financial Officer
May  ,2003


/s/ Michael N. Kouvatas
-------------------------
Michael N. Kouvatas, Esq.               Director
May  ,2003


/s/ John P, Matheu
-------------------------
John P.Matheu                           Director
May ,2003


/s/ Micheal Engelhart,                  President/CO, Director
-------------------------
Michael Engelhart
May   ,2003


/s/ Sidney Braginsky,                   Director
-------------------------
May   ,2003


                                     - 73 -
<PAGE>

               MEDISCIENCE TECHNOLOGY CORP. LETTER TO SHAREHOLDERS

We intend that the year 2003 will mark a turning point for the Company as we
focus on achieving the following key objectives: 1) complete financing
activities and fully initiate business plan implementation; 2) complete
development and testing of a second generation imaging system with fiber-optic
capability to support clinical trials for product registration; 3) Insure the
continuity of intellectual property ownership and basic research programs; and
4) continue to evaluate and prioritize new areas of opportunity for our
technology.

We and our development partners firmly believe that the platform technology
developed by Mediscience and the City University over the past ten+ years is
PARADIGM SHIFT, and has the potential to and will significantly impact both the
quality and the cost of healthcare. The Company and the City University have
developed and refined working prototypes that have been validated in both
pre-clinical and clinical trials at leading medical institutions (e.g. Sloan
Kettering Cancer Center, Cornell University New York Medical Center, and
Hackensack University Medical Center). Now under the direction of Michael
Engelhart President COO we are ready to begin the process of product
commercialization. With your support, we will make every effort to ensure that
the full potential of our technology is realized, and that our company plays a
leadership role in its introduction to the healthcare market.

We have reduced the company's debt significantly and successful, negotiated an
agreement with The Research Foundation of City University of New York (RFCUNY)
establishing them as a significant equity owner of Mediscience shares and
warrants that in the best interests of he Company and our shareholders. Your
Company, City University and related institutions have a long and productive
10-year history of cooperation and continue to be committed to making
Mediscience a leading cancer detection company.

In parallel and while building on our prior accomplishments, the Company
continues to address several critical unresolved issues, the most important of
which is the lack of adequate funding to maintain business momentum and properly
leverage our intellectual property assets; the resolution of this issue
continues to be a principle focus and the highest priority of management. In the
absence of the availability of such financing on a timely basis, the company may
be forced to materially curtail or cease its operations.

Michael Engelhart, President

ss:Peter Katevatis, Esq.
Chairman/CEO


                                     - 74 -