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<SEC-DOCUMENT>0001169232-04-003169.txt : 20040601
<SEC-HEADER>0001169232-04-003169.hdr.sgml : 20040601
<ACCEPTANCE-DATETIME>20040601152811
ACCESSION NUMBER:		0001169232-04-003169
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20040624
FILED AS OF DATE:		20040601
EFFECTIVENESS DATE:		20040601

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DAXOR CORP
		CENTRAL INDEX KEY:			0000027367
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				132682108
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09999
		FILM NUMBER:		04841191

	BUSINESS ADDRESS:	
		STREET 1:		350 FIFTH AVENUE
		STREET 2:		SUITE 7120
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10118
		BUSINESS PHONE:		2122440555

	MAIL ADDRESS:	
		STREET 1:		350 5TH AVENUE
		STREET 2:		SUITE 7120
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10118

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IDANT CORP
		DATE OF NAME CHANGE:	19730823
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>d59685_def14a.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>

                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Under Rule
[_]  Confidential, For Use of the              14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials


                               DAXOR CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________
[_]  Fee paid previously with preliminary materials:

________________________________________________________________________________
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     1)   Amount previously paid:

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

________________________________________________________________________________
     3)   Filing Party:

________________________________________________________________________________
     4)   Date Filed:

________________________________________________________________________________
<PAGE>

                                DAXOR CORPORATION
                          350 FIFTH AVENUE, SUITE 7120
                               NEW YORK, NY 10118

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JUNE 24, 2004

         NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of DAXOR
CORPORATION (the "Company") will be held at the principal office of the Company,
350 Fifth Avenue (Empire State Building), Suite 7120, New York City, on
Thursday, June 24, 2004 at 5 p.m., Eastern Daylight Time, for the following
purposes:

      1.    To elect a board of five members, each to serve for a term of one
            year and until his successor shall have been duly elected and
            qualified.

      2.    To vote for the 2004 stock option plan.

      3.    To transact such other business as may properly come before the
            meeting, or any adjournment thereof.

                                            By Order of the Board of Directors,


                                            Diane M. Meegan
                                            Corporate Secretary

May 10, 2004

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES TO BE
VOTED, PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING FORM OF PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ABOUT THE MEETING
    What is the purpose of the annual meeting?                                1
    Who is entitled to vote?                                                  1
    What constitutes a quorum?                                                1
    How do I vote?                                                            1
    Can I change my vote after I submit my proxy card?                        1
    What are the Board's recommendations?                                     1
    What is the Company's policy with respect to Board member
      attendance at the annual meeting of shareholders?                       2

STOCK OWNERSHIP
    How much stock do the Company directors and director nominees own?        2
    Section 16(a) Beneficial Ownership Reporting Compliance                   2

ITEM 1- ELECTION OF DIRECTORS
    Directors Standing for Election                                           3

DIRECTORS COMPENSATION
    How are directors compensated?                                            4
    How often did the Board meet during fiscal 2003?                          4

OFFICERS
    Company Officers                                                          5

EXECUTIVE COMPENSATION
    Executive Compensation Summary Table                                      6

STOCK OPTIONS                                                                 6

THE AUDIT COMMITTEE
    Audit Committee                                                           6
    Report of the Audit Committee                                             7
    Audit Fees                                                                7
    Investment Risk Management                                                7

ITEM 2 - STOCK OPTION PLAN
    Stock option plan for 2004                                                7

PERFORMANCE GRAPH                                                             8

OTHER MATTERS                                                                 8

ADDITIONAL INFORMATION                                                        9

APPENDIX
         Exhibit A


<PAGE>

                                DAXOR CORPORATION
                          350 Fifth Avenue, Suite 7120
                               New York, NY 10118

                                 PROXY STATEMENT

      The accompanying proxy is solicited by and on behalf of the Board of
Directors of Daxor Corporation, a New York Corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at the principal office of the
Company, 350 Fifth Avenue, Suite 7120, New York City, on Thursday, June 24, 2004
at 5:00 p.m., Eastern Daylight Time (the "Meeting"), or any adjournment thereof.
Shareholders of record at the close of business on May 6, 2004 will be entitled
to vote at the meeting.

                                ABOUT THE MEETING

What is the purpose of the annual meeting?

      At the Company's annual meeting, stockholders will act upon the matters
outlined in the accompanying notice of meeting, including the election of
directors and the stock option plan. In addition, the Company's management will
report on the performance of the Company during 2003 and respond to questions
from the stockholders.

Who is entitled to vote?

      Only stockholders of record at the close of business on the record date,
May 6, 2004 are entitled to receive notice of the annual meeting and to vote the
shares of common stock that they held on that date at the meeting, or at any
time and date to which the annual meeting may be properly adjourned or
postponed. Each outstanding share entitles its holder to cast one vote on each
matter to be voted upon.

What constitutes a quorum?

      The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 4,629,926 shares of common stock of the Company were outstanding.
Proxies received but marked as abstentions and broker non-votes will be included
in the calculation of the number of shares considered to be present at the
meeting.

How do I vote?

      The Company will solicit proxies by mail. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record by
such persons, and the Company will reimburse them for the reasonable
out-of-pocket expenses incurred by them in doing so.

Can I change my vote after I return my proxy card?

      The shares represented by the accompanying proxy will be voted as directed
with respect to the election of directors or, if no direction is indicated, will
be voted in favor of election as directors of the nominees listed below and vote
in favor of the 2004 stock option plan. Each proxy executed and returned by a
shareholder may be revoked at any time hereafter by giving written notice of
such revocation to the Secretary of the Company, except as to any matter or
matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such proxy.

What are the Board's recommendations?

      Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote for election of the nominated slate of
directors and approval of the stock option plan.


                                       1
<PAGE>

      With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, at their own discretion.

      The Annual Report to Shareholders for the fiscal year ended December 31,
2003 including financial statements, is being sent to shareholders on or before
the date of this Proxy Statement which is the approximate date on which the
Proxy Statement and form of proxy are first being sent or given to shareholders.

      The Board of Directors of the Company, on the recommendation of its audit
committee consisting of a majority of independent directors, has selected the
firm of Frederick Kaden and Co. as the principal accountants for the current
fiscal year. They (and their predecessors) have served in such capacity since
1974.

What is the Company's policy with respect to Board member attendance at annual
meetings of stockholders?

      Board members are encouraged to attend the Company's annual meetings of
stockholders. Five of the Company's six board members attended the 2003 annual
meeting of stockholders.

                                 STOCK OWNERSHIP

How much stock do the Company's directors and director nominees own?

      On April 28, 2004 the Company had issued and outstanding 4,629,926 shares
of common stock, par value $.01 per share ("Common Stock"), each of which
entitled the holder to one vote. Voting is not cumulative.

      The following table sets forth information as of April 28, 2004, with
respect to all shareholders known by the Company to be beneficial owners of more
than 5% of the outstanding Common shares, all Directors and all Director
nominees as a group. Except as noted below, each shareholder has sole voting and
investment power with respect to shares owned.

- --------------------------------------------------------------------------------
      Name of                          Number of Common
      Beneficial Owner                 Shares Beneficially Owned         Percent
      ----------------                 -------------------------         -------

      Joseph Feldschuh, M.D.                   3,141,629                  67.85%
      Robert Willens                               5,600
      Martin S. Wolpoff                            2,000
      James A. Lombard                               500
      Bruce Slovin                                27,000
      Stephen Valentine, RA                            0
      All directors and nominees
      as a group                               3,176,729                  68.61%

- --------------------------------------------------------------------------------
All Directors including the President have options for 1,000 shares of Daxor
stock exercisable at $10.00 to $15.00/share

(1)   The percentage ownership calculation of each beneficial owner has been
      made on the basis of outstanding shares of the Corporation's Common Stock
      as of the record date.

(2)   Bruce Slovin will not stand for re-election in 2004.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based upon a review of
the filings with the Securities and Exchange Commission, the Company believes
that all of the Company's directors and executive officers complied during 2003
with the reporting requirements of Section 16(a) of the Securities Act of 1934.


                                       2
<PAGE>

Item I. Election of Directors

      Shareholders are being asked to elect an entire board of five directors to
serve on the Board of Directors of Daxor Corporation to hold office until the
next annual meeting or until their successors shall have been duly elected and
shall have qualified. The proxies will vote all proxies received "FOR" the
election as directors of the nominees listed below if no direction to the
contrary is given. In the event that any nominee is unable to serve, the proxy
solicited herewith may be voted, in the discretion of the proxies, for the
election of another person in his stead. The Board of Directors knows of no
reason to anticipate that this will occur.

      The following table sets forth the name, age, current and past five years
business experience, directorship, and positions held with the Company by each
person nominated for election as director.

<TABLE>
<CAPTION>
                                Principal Occupation and                    Director Continuously
Name and Age                    Position with the Company                   Since
- ------------                    -------------------------                   -----

<S>                             <C>                                         <C>
Joseph Feldschuh, M.D., 68      Chairman of the Board of Directors
                                and President of the Company (1)            1974

Robert Willens, 57              Managing Director, Mergers &
                                Acquisition
                                Lehman Brothers, Inc., Director (2)         2002

James Lombard, 69               Director of Administrative Services
                                Division, New York City Council
                                (Retired), Director (3)                     1989

Martin S. Wolpoff, 61           Educational Consultant,
                                Director, Administration Community
                                School District (Retired), Director (4)     1989

Stephen Valentine, RA, 50       President and Owner of
                                Stephen Valentine Architect  (5)            Director Nominee
- --------------------------------------------------------------------------------------------
</TABLE>

(1)   Joseph Feldschuh, M.D. has been President of Daxor since 1974. He is on
      the staff of Montefiore Hospital and Medical Center. From 1966 to 1983,
      Dr. Feldschuh was Director of the Cardiac Metabolic Laboratory at
      Metropolitan Hospital. He has been a Clinical Associate Professor in both
      medicine and pathology at New York Medical College and an Assistant
      Clinical Professor at Cornell Medical School. He performed the basic
      research at the College of Physicians and Surgeons (Columbia University)
      on the measurement and prediction of normal human blood volume. He is the
      co-inventor of the BVA-100 Blood Volume Analyzer and the inventor of the
      quantitative injection kit for the BVA-100. Originally trained in
      Endocrinology, he is Board Certified in Cardiology and Internal Medicine.
      Dr. Feldschuh is the Chief Scientist for the Company. He has been
      personally involved in measuring blood volume on 4,000 patients during his
      medical career. It is believed that Dr. Feldschuh has performed blood
      volume measurements on more patients than any other physician in the
      United States. In addition to his duties as Chief Scientist, Dr. Feldschuh
      is also responsible for managing the Company's investment portfolio, which
      is an important source of income for the Company's operations.

(2)*  Robert Willens is a Managing Director in the Mergers & Acquisition
      department at Lehman Brothers, Inc., in New York. Mr. Willens specializes
      in tax and accounting issues and in this capacity advises most areas of
      the firm regarding the optimal structures for corporate capital
      transactions. In addition, he has been instrumental in developing certain
      financial "products" with a view towards insuring that these products will
      provide clients with the desired tax and accounting results. Prior to
      joining Lehman Brothers (in 1987), Mr. Willens was a tax partner in the
      New York office of what was then known as Peat Marwick. Mr. Willens is a
      prolific author and has written Taxation of Corporate Capital
      Transactions, as well as over 200 articles for


                                       3
<PAGE>

      various professional journals. Each year of the past 10 years, Mr. Willens
      has been named to Institutional Investor's "All-American Research" Team.
      For the past 4 years, Mr. Willens was named by Accounting Today as one of
      the 100 "Most Influential Accountants" in the United States. Mr. Willens
      serves as Adjunct Professor (Finance Department) at Columbia University's
      Graduate School of Business where he teaches the course entitled
      "Investment Banking Tax Factors."

(3)*  James A. Lombard holds an undergraduate degree in Business Administration
      (BBA) from Iona College and a Masters Degree (MBA) in Marketing, Banking,
      and Finance from New York University Graduate School of Business
      Administration. Mr. Lombard recently retired as Director, Administrative
      Services Division, City Council of New York and actively participates in
      civic and community affairs. Prior to joining the City Council, he worked
      in the field of banking holding various administrative positions with
      Citicorp and other major banking institutions.

(4)*  Martin S. Wolpoff holds B.A., M.A. and M.S. degrees from the City
      University of New York. He has been active in community affairs since the
      1970's. He has served on his local community board (as a member for over
      two decades and its chair for three years), community school board (member
      for nine years, president for three), Community Development Corporation
      (member for almost 10 years), and a member of the community advisory board
      for a New York City hospital. Mr. Wolpoff is retired from the New York
      City public school system, having served since 1965 as an educator,
      supervisor and administrator. He is currently an educational consultant.

(5)   Stephen Valentine, RA has contributed to the design of major commercial
      and institutional projects worldwide for more than two decades. At I.M.
      Pei and Partners, Mr. Valentine served as a senior architect and design
      team member for the highly-acclaimed United States Holocaust Memorial
      Museum in Washington D.C., and for New York's Jacob Javits Convention and
      Exhibition Center, the world's largest space-frame structure. Mr.
      Valentine was a senior design architect for the Hong Kong Convention and
      Exhibition Center, the landmark structure that was the host site in 1997
      for the transfer of governmental authority from the United Kingdom to the
      People's Republic of China. His current project, Timeship, will be the
      world's first comprehensive facility devoted to life extension research
      that includes cryopreservation for both extinct and near extinct species,
      DNA, semen, eggs, embryos, and human organs for transplant. Mr. Valentine
      has taught at Pratt Institute as an adjunct professor in architecture for
      more than 12 years, where he previously received his Bachelor of
      Architecture in 1977. He is a recipient of the coveted American Institute
      of Architects' School Medal.

*     (member of the Audit Committee)

- --------------------------------------------------------------------------------
For 15 years, the Board of Directors comprised of 5 directors. In the past 2
years, the Board of Directors expanded to 6 directors. The current policy is to
return to a Board of 5 directors. Four of the five members of the Board are
qualified as independent directors.
- --------------------------------------------------------------------------------

DIRECTORS COMPENSATION

How are directors compensated?

      For the year ended December 2003, the Company paid Directors $1,000 plus
$500 for each meeting attended, plus expenses. The Company anticipates paying
fees to Directors up to a maximum of $3,500 per year to each non-employee
director.

How often did the Board meet during fiscal 2003?

      The Board of Directors met five times during 2003, of which 5 out of the 6
directors were in attendance at all of the meetings.


                                       4
<PAGE>

                                    OFFICERS

      GARY FISCHMAN obtained his Doctor of Podiatric Medicine from the
Pennsylvania College of Podiatric Medicine and his Ph.D. in Pathology from
Thomas Jefferson University. He served as Professor in Physiology. He joined
Daxor Corporation in May 1998 and comes from a background of teaching and
research. He is a diplomate of the American Academy of Pain Management. Dr.
Fischman is currently Vice President of Research at Daxor Corporation. Dr.
Fischman serves as the coordinator between various users of the BVA-100 for
Quality Assurance testing and review of complex cases.

      STEPHEN FELDSCHUH earned his undergraduate degree in Business
Administration (BS) from Boston University in 1988. He obtained his Master's
degree (MBA) in Finance from Baruch College in 1997. After graduating college,
he worked for Bear Sterns & Merrill Lynch as a Commodity Broker & Futures
Trader. From 1992 to 1997, he joined Daxor as Operations Manager with various
responsibilities including Quality Assurance of the laboratory. From mid 1997 to
1999, Mr. Feldschuh was a financial analyst doing Mergers & Acquisitions in the
staffing industry for Headway Corporate Resources. Mr. Feldschuh then worked for
Delia's Inc. as a Financial Controller until 2001 when he rejoined Daxor
Corporation as Vice President of Operations. In 2003, Mr. Feldschuh was named
Chief Financial Officer. Stephen Feldschuh is the son of Dr. Joseph Feldschuh,
CEO.

      JOHN REYES-GUERRA has 15 years of healthcare/medical product and service
sales experience. Mr. Reyes-Guerra joined Daxor as the Northeast Regional
Manager in 2002. In May 2004 he was promoted to Vice President of Sales and
Marketing. During the past year, he has been responsible for assembling an 11
person sales team and a four person support team. He has also coordinated the
development of sales and marketing materials. Prior to Daxor, he held various
sales and sales management positions with Toshiba Medical Systems, Stryker
Medical, Picker Health Care Products, and BFI Medical Systems. Mr. Reyes-Guerra
is a 1987 graduate of Elmira College.

      RONALD H. BALDRY was educated at the University of Durham in Great
Britain, where he received his B.S.E.E, specializing in electronic instruments.
Mr. Baldry was employed as a development engineer for instrumentation at nuclear
research establishments in the United Kingdom and at Oak Ridge National
Laboratory. Mr. Baldry was involved in the original mechanical design of the
Company's BVA-100 Blood Volume Analyzer. Mr. Baldry was appointed Vice
President/Engineering in 1996. He heads Daxor Oak Ridge. Mr. Baldry has been
responsible for coordinating construction of the BVA-100 manufacturing facility.
His responsibilities include coordination of other sub-contractors involved in
the manufacturing of the BVA system.

      LILIYA MORGAYLO joined Daxor Corporation at the end of 2002. Ms. Morgaylo
earned a B.A. in Economics from the University of Economics and Trade in Kiev,
Ukraine in 1976. She came to the United States in 1996. Ms. Morgaylo attended
the FEGS Business School from 1996 to 1997, where she received a certificate in
Bookkeeping and Administration. From 1997 to 1999, she worked as a bookkeeper
for Products Finishing Corp. From 1999 to 2000, she worked as a bookkeeper and
billing coordinator for the United Cerebral Palsy Association of New York. From
2000 until joining Daxor at the end of 2002, she worked for AMDOCS as a
bookkeeper. Ms. Morgaylo is responsible for accounts payable and other treasury
functions. Ms. Morgaylo reports to the Chief Financial Officer.

      DIANE M. MEEGAN joined Daxor Corporation in February 2002, as the Senior
Executive Assistant to the CEO and President. Ms. Meegan served as the Official
Executive Assistant to the CEO of Newbridge Securities, a wholly owned
subsidiary of Citigroup, for 13 years. For 4 years, she served as a member of
their Problem Review Board. Ms. Meegan also served as the Executive Assistant to
the Head of Operations at Instinet Clearing Services. Ms. Meegan is currently
the Corporate Secretary at Daxor Corporation. She functions in the capacity of a
senior administrative assistant.


                                       5
<PAGE>

EXECUTIVE COMPENSATION

      The following is the executive compensation for officers earning more than
$100,000.00 Dr. Joseph Feldschuh, Company President, CEO, and Chairman of the
Board of Directors:

      YEAR ENDED DEC.31                  SALARY            BENEFITS
      -----------------                  ------            --------
            2003                       $ 214,512           $ 10,000
            2002                       $ 215,000           $ 10,000
            2001                       $ 195,646           $ 10,000

Stephen Feldschuh, Company Vice President of Operations and Chief Financial
Officer:

      YEAR ENDED DEC. 31                 SALARY            BENEFITS
      ------------------                 ------            --------
            2003                       $ 134,768           $  8,435
            2002                       $ 120,500           $  8,435

Ronald N. Baldry, Company Vice President of Engineering:

      YEAR ENDED DEC.31                  SALARY            BENEFITS
      -----------------                  ------            --------
            2003                       $ 165,982           $ 1,500
            2002                       $ 147,102           $ 1,500
            2001                       $ 134,361           $ 1,500

John Reyes-Guerra, Company Vice President of Sales and Marketing:

      YEAR ENDED DEC.31                  SALARY            BENEFITS
      -----------------                  ------            --------
            2003                       $  120,798          $ 8,435

STOCK OPTIONS

      As of March 17, 2004, Daxor Corporation has granted 62,800 stock options
with strike prices ranging from $10.00 to $21.00 per share. Of the 62,800
options only 47,800 are fully vested. The additional 15,000 shares vest 5000
shares per year over the next 3 years. Utilizing the Black-Scholes option
valuation model (American) the net additional expense of the 62,800 stock
options with a current stock price of $14.25 per share would be $6,840. This
amount represents less than 1/10th of $0.01 to the Company's EPS.

AUDIT COMMITTEE

      The Committee's function is one of oversight, recognizing that the
Company's management is responsible for preparing the Company's financial
statements, and the independent auditor is responsible for auditing those
statements. In adopting this charter, the Board acknowledges that the Committee
members are not employees for the Company and are not providing expert or
special assurance as to the Company's financial statements to any professional
certification as to the external auditor's work or auditing standards. Each
member of the Committee shall be entitled to rely on the integrity of those
persons and organizations within and outside the Company that provide
information to the Committee and the accuracy and completeness of the financial
and other information provided to the Committee by such persons or
organizations, absent actual knowledge to the contrary. The Company stock is
listed on the American Stock Exchange and is governed by listing standards.

      Each member qualifies as independent as defined in the Corporate
Governance Guidelines. The Board includes at least one member who is an "Audit
Committee Financial Expert" as such term may be defined from time to time by the
SEC.


                                       6
<PAGE>

REPORT OF THE AUDIT COMMITTEE

In 2004, the Audit Committee:

      o     Reviewed and discussed the Company's 2003 audited financial
            statements with the Company's management.

      o     Discussed with the independent auditors, Frederick Kaden & Co., the
            matters required to be discussed by the American Institute of
            Certified Public Accountants Auditing Standards Board Statement on
            Auditing Standards No.61 ("Communication with Audit Committees")
            which includes, among other items, matters related to the conduct of
            the Company's financial statements.

Based on the review and discussion of the Company's 2003 audited financial
statements with management and the independent auditors, the Audit Committee
recommended to the Board of Directors that the Company's audited consolidated
financial statements be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2003, filed with the Securities and Exchange
Commission.

March 22, 2004                                 Members of the Audit Committee:
                                               Robert Willens, Chairman
                                               James Lombard
                                               Martin S. Wolpoff

AUDIT FEES

      During 2003, Frederick Kaden and Co. audited Daxor Corporations
consolidated financial statements, reviewed financial information in filings
with the Securities and Exchange Commission, and provided tax services. Fees for
services rendered in 2003 by Frederick Kaden & Co. were $ 43,325.00. A member of
the firm is expected to be present at the Annual Meeting.

INVESTMENT RISK MANAGEMENT

      Members of the Audit Committee have the power to approve the Company's
investments and reviews the Company's investment risk policies. Such policies
are periodically reviewed by the Board of Directors. The Company's finances are
reviewed at each board meeting.

ITEM 2: STOCK OPTION PLAN

      In 1994, the Company adopted a stock option plan under Section 422(b) of
the Internal Revenue Code wherein options would be granted to key employees,
officers, and directors where the exercise would at least equal the fair market
value on the date of the grant. The 1994 Company Stock Option Plan expires in
June 2004. Under the new stock option plan, in accordance to Section 422 (b) of
the Internal Revenue Code, options would be granted to key employees, officers,
directors, and consultants where the exercise would equal 110% of the fair
market value on the date of the grant. Subject to adjustment as provided in the
Plan, the stock to be offered shall consist of shares of the Company's
authorized but unissued Common Stock, $.01 par value, and the aggregate amount
of stock to be delivered upon exercise of all options granted under the Plan
shall not exceed 200,000 of such shares, or 5% of the Company's outstanding
shares, whichever is the larger number. The Company is submitting the 2004 Stock
Option Plan for shareholder approval at the annual meeting. (A copy of the Plan
is attached as Exhibit A)


                                       7
<PAGE>

                                PERFORMANCE GRAPH
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS

      The following graph demonstrates the performance of the cumulative total
return to the stockholders of the Company's common stock during the previous
five years with that of the Standard & Poor's 500 and Value Line Medical
Supplies Index.

                Comparison of Five-Year Cumulative Total Return*
  Daxor Corporation, Standard & Poors 500 And Value Line Medical Supplies Index
                     (Performance Results Through 12/31/03)

                                     [GRAPH]

Assumes $100 invested at the close of trading 12/98 in Daxor Corporation common
stock, Standard & Poors 500, and Medical Supplies .

*     Cumulative total return assumes reinvestment of dividends.

                                                        Source: Value Line, Inc.

Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.

                         1998     1999       2000      2001      2002      2003
                         ----     ----       ----      ----      ----      ----
Daxor Corporation        $100    $ 97.48   $ 67.88   $127.40   $ 96.25   $ 95.93
Standard & Poors 500     $100    $119.62   $107.49   $ 93.47   $ 71.63   $ 90.53
Medical Supplies         $100    $110.04   $184.10   $221.93   $210.03   $264.32

                                  OTHER MATTERS

         As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the annual meeting other
than the items referred to above. If any other matter is properly brought before
the meeting for action by the stockholders, proxies in the enclosed form
returned to the Company or other custodians will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy holder.


                                       8
<PAGE>

                             ADDITIONAL INFORMATION

Stockholder Proposals for the 2005 Annual Meeting

      Stockholders interested in presenting a proposal for consideration at the
Company's annual meeting of stockholders in 2005 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and the Company's by-laws. To be eligible for inclusion in the proxy statement,
the stockholder proposals must be received by the Company's President no later
than December 15, 2004.

      Stockholders interested in presenting a proposal at the Company's annual
meeting of stockholders outside the procedures prescribed in Rule 14a-8 (i.e. a
proposal to be presented at the annual meeting of stockholders in 2005 but not
included in the Company's proxy statement) must be received by the Company's
President no later than January 30, 2005 to be considered timely. Under the
SEC's proxy voting rules, the Company may exercise discretionary voting
authority on stockholder proposals received after such date.

                                        By Order of the Board of Directors,


                                        Diane M. Meegan
                                        Corporate Secretary

May 10, 2004
New York, NY

- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2003 MAY BE OBTAINED BY SHAREHOLDERS SOLICITED HEREBY (WITHOUT CHARGE) UPON
WRITTEN REQUEST TO FATIMA S. BAHA, INVESTOR RELATIONS, DAXOR CORPORATION, 350
FIFTH AVENUE, SUITE 7120, NEW YORK, NEW YORK, 10118. THE 10-K IS ALSO ACCESSIBLE
THROUGH THE COMPANY WEBSITE WWW. DAXOR.COM.
- --------------------------------------------------------------------------------


                                       9
<PAGE>

EXHIBIT A

                                DAXOR CORPORATION
                             2004 Stock Option Plan

1.    Purpose. The purpose of the Stock Option Plan of DAXOR CORPORATION is to
      provide incentive to employees, officers, agents, consultants, and
      independent contractors of the Corporation, as defined below, to encourage
      proprietary interest in the Corporation by such employees, officers,
      agents, consultants, and independent contractors to encourage them to
      remain in the employ of the Corporation, and to attract to the Corporation
      individuals of experience and ability.

2.    Definitions.

      (a) "Board" shall mean the Board of Directors of the Company.

      (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (c) "Committee" shall mean the Committee appointed by the Board in
      accordance with Section 3 of the Plan.

      (d) "Common Stock" shall mean the $.01 par value Common Stock of the
      Company.

      (e) "Company" shall mean DAXOR CORPORATION, a New York Corporation.

      (f) "Corporation" shall mean and include the Company and any parent or
      subsidiary corporation thereof, within the meaning of Section 424 of the
      Code.

      (g) "Disability" shall mean the condition of an Employee who is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in death or which has lasted or can be expected to last for a continuous
      period of not less than twelve (12) months.

      (h) "Employee" shall mean any individual (including an officer or a
      director) who is an employee of the Corporation (within the meaning of
      Section 3401 of the Code and the regulations thereunder).

      (i) "Exercise Price" shall mean the price per Share of Common Stock,
      determined by the Board or Committee, at which an Option may be exercised.

      (j) "Fair Market Value" of a Share of Common Stock as of a specified date
      shall mean the closing price of a Share on the principal securities
      exchange on which such Shares are traded on the day immediately preceding
      the date as of which Fair Market Value is being determined, or on the next
      preceding date on which such Shares are traded. If no Shares were traded
      on such immediately preceding day, or if the Shares are not traded on a
      securities exchange, Fair Market Value shall be deemed to be the average
      of the high bid and low asked prices of the Shares in the over-the-counter
      market on the day immediately preceding the date as of which Fair Market
      Value is being determined, or on the next preceding date on which such
      high bid and low asked prices were recorded. If the Shares are not
      publicly traded, Fair Market Value shall be determined by the Board or
      Committee, and in no event shall Fair Market Value be determined with
      regard to restrictions other than restrictions which, by their terms,
      shall never lapse.

      (k) "Incentive Stock Option" shall mean an Option described in Code
      Section 422(b).

      (l) "Non-statutory Stock Option" or "Non-qualified Option" shall mean an
      Option which is


<PAGE>

      not an Incentive Stock Option.

      (m) "Option" shall mean a stock option granted pursuant to the Plan.

      (n) "Optionee" shall mean a person to whom an Option has been granted.

      (o) "Plan" shall mean this DAXOR CORPORATION Stock Option Plan.

      (p) "Purchase Price" shall mean the Exercise Price times the number of
      whole Shares with respect to which an Option is exercised.

      (q) "Share" shall mean one share of Common Stock.

      (r) "Ten Percent Shareholder" shall mean any employee who, at the time of
      the grant of an Option, owns (or is deemed to own, under Section 424(d) of
      the Code) more than ten percent of the total combined voting power of all
      classes of outstanding stock of the Corporation.

3.    Administration.

      This Plan shall be administered by the Board of Directors of the Company
      (the "Board") or, in the event the Board shall appoint and/or authorize a
      committee of two or more members of the Board to administer this Plan, by
      such committee. The administrator of this Plan shall hereinafter be
      referred to as the "Plan Administrator".

      The foregoing notwithstanding, in the event the Company shall register any
      of its equity securities pursuant to Section 12(b) or 12(g) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
      non-employee directors are eligible to receive options or Restricted Stock
      under this Plan, then with respect to grants to be made to directors: (a)
      the Plan Administrator shall be constituted so as to meet the requirements
      of Section 16(b) of the Exchange Act, and Rule 16b-3 thereunder, each as
      amended from time to time, or (b) if the plan Administrator cannot be so
      constituted, no options shall be granted under this Plan to any Directors.

      Procedures. The Board shall designate one of the members of the Plan
      Administrator as chairman. The Plan Administrator may hold meetings at
      such times and places as it shall determine. The acts of a majority of the
      members of the Plan Administrator present at meetings at which a quorum
      exists, or acts reduced to or approved in writing by all Plan
      Administrator members, shall be valid acts of the Plan Administrator.

      Responsibilities. Except for the terms and conditions explicitly set forth
      in this Plan, the Plan Administrator shall have the authority, in its
      discretion, to determine all matters relating to the options to be granted
      under this Plan, including selection of the individuals to be granted
      options, the number of shares to be subject to each option, the exercise
      price, and all other terms and conditions of the options, including the
      designation of such options as an Incentive Stock Option or Non-statutory
      Stock Option. Grants under this Plan need not be identical in any respect,
      even when made simultaneously. The interpretation and construction by the
      Plan Administrator of any terms or provisions of this Plan or any option
      issued hereunder, or of any rule or regulation promulgated in connection
      herewith, shall be conclusive and binding on all interested parties, so
      long as such interpretations and construction with respect to Incentive
      Stock Options corresponds to the requirements of Internal Revenue Code
      (the "Code") Section 422, the regulations thereunder, and any amendments
      thereto.

      Section 16(b) Compliance and Bifurcation of Plan. It is the intention of
      the Company that this Plan comply in all respects with Rule 16b-3 under
      the Exchange Act, to extent applicable, and, if any Plan provision is
      later found not to be in compliance with such


<PAGE>

      Section, the provision shall be deemed null and void, and in all events
      the plan shall be construed in favor of its meeting the requirements of
      Rule 16b-3,. Notwithstanding anything in the Plan to the contrary, the
      Board, in its absolute discretion, may bifurcate the Plan so as to
      restrict, limit or condition the use of any provision of the Plan to
      participants who are officers and directors or other persons subject to
      Section 16(b) of the Exchange Act without so restricting, limiting or
      conditioning the Plan with respect to other participants.

4.    Maximum Number of Shares Subject to Plan.

      Subject to adjustment as provided in Section 15 hereof, the stock to be
      offered under the Plan shall consist of shares of the Company's authorized
      but unissued Common Stock, $.01 par value, and the aggregate amount of
      stock to be delivered upon exercise of all options granted under the Plan
      shall not exceed 200,000 of such shares, or 5% of the Company's
      outstanding shares, whichever is the larger number. If any option granted
      hereunder shall expire or terminate for any reason without having been
      exercised in full, the unpurchased shares subject thereto shall again be
      available for the purpose of this Plan.

5.    Eligibility and Participation.

      An Incentive Stock Option may be granted only to any individual who, at
      the time the option is granted, is an Employee of the Company or any
      related corporation. A nonstatutory Stock Option may be granted to any
      Employee, Officers, Agents, Consultants or Independent Contractors of the
      Company or any related corporation. The Plan Administrator shall determine
      from time to time which of the eligible Employees, Officers, Agents,
      Consultants or Independent Contractors of the Company and its subsidiaries
      shall be granted options, the time or times at which such options shall be
      granted and exercisable, and the number of shares to be subject to each
      option. An individual who has been granted an option ("Optionee") may, if
      he is otherwise eligible, be granted an additional option or options if
      the Plan Administrator shall so determine, provided the provisions of
      paragraph 9 shall apply to such subsequent grant.

6.    Purchase Price.

      The purchase price of the stock covered by each option shall be determined
      by the Plan Administrator but shall not be less than one hundred ten
      percent (110%) of the current market value. When the option is granted to
      an individual who at the time of grant is a Ten Percent Shareholder, this
      shall be considered a non-qualified option and subject to a purchase price
      of not less than one hundred ten percent (110%) of the fair market value
      of such stock, on the date the option is granted, as determined by the
      Plan Administrator, (and, as relates to a Ten Percent Holder. The Plan
      Administrator reserves the right to set the length of time the option is
      exercisable, not to exceed 5 years. In addition to aggregate Fair Market
      Value, determined as of the stock subject to the option granted the
      Optionee in any calendar year under all such plans of the Company and its
      parents and subsidiaries shall not exceed $100,000 plus an unused limit
      carryover to such year as defined and provided for in Section 422 (d) of
      the Internal Revenue Code.

7.    Options.

      Each Option granted shall be evidenced by a written agreement and all
      rights thereunder shall expire on such date the Plan Administrator may
      determine, but in no event later than 10 years from the date on which the
      option is granted, and shall be subject to earlier termination as provided
      herein. Each Option shall state the number of shares to which it pertains
      as well as the exercise price.


<PAGE>

8.    Exercise of Options.

      Each Option shall be exercised in whole or in such installments during the
      period prior to its expiration date as the Plan Administrator shall
      determine, but in no event less than one year from the date of grant,
      provided that in the event the Option Holder shall not in any given
      installment period purchase all of the shares which he is entitled to
      purchase in such installment period, his right to purchase any shares not
      purchased in such installment period shall continue until the expiration
      date of sooner termination of his option. At the time of each exercise the
      Purchase Price of any shares purchased shall be paid in full in cash or by
      certified or cashier's check payable to the order of the Company. No share
      shall be issued until full payment thereof has been made.

9.    Prior Options.

      Notwithstanding any other provisions of this Plan, no option granted under
      this Plan may be exercised while there is outstanding (within the meaning
      of Section 422(a) of the Internal Revenue Code) any incentive stock option
      which was granted to the Option Holder before the granting of the option
      sought to be exercised and which is for the purchase of stock of the
      Company, of a parent, subsidiary or predecessor corporation of any of
      them, viewed as of the time of the granting of the latest of such options.

10.   Nontransferrability of Options.

      An option granted under the Plan shall, by its terms, be nontransferable
      by the Optionee, either voluntarily or by operation of law, otherwise than
      by will or the laws of the descent and distribution, and shall be
      exercisable during his/her lifetime only by the Optionee.

11.   Employment.

      Nothing contained in the Plan or in any option granted under the Plan
      shall confer upon any Optionee any right with respect to the continuation
      of his/her employment by the Company or any subsidiary or interfere in any
      way with the right of the Company or of any subsidiary (subject to the
      terms of any separate employment agreement to the contrary) at any time to
      terminate such employment or to increase or decrease the compensation of
      the Optionee from the rate in existence at the time of the granting of an
      Option.

12.   Termination of Employment.

      If an Optionee ceases to be employed by the Company or one of its
      subsidiaries for any reason other than his death, his option shall
      immediately terminate; provided, however, that if such cessation of
      employment shall be due to his voluntary resignation with the consent of
      the Board of Directors of the Company or such subsidiary, and the Board
      permits an extension expressed in the form of a resolution, or to his
      retirement under the provisions of any Pension or Retirement Plan of the
      Company or of such subsidiary then in effect, such Option may be exercised
      to the extent exercisable but remaining unexercised on the date of such
      cessation of employment, within three (3) months after the date he ceases
      to be an employee of the Company or such subsidiary, or if such Optionee
      has a disability, within three (3) months after he ceases to be an
      employee of the Company, to the extent exercisable but remaining
      unexercised on the date his employment terminates.

13.   Death of Option Holder.

      If an Optionee dies while he is employed by the Company or one of its
      subsidiaries or within three (3) months after he shall cease to be an
      employee by reason of his voluntary resignation with the consent of the
      Board of Directors of the Company or such subsidiary expressed in


<PAGE>

      the form of a resolution, or his retirement under the provisions of any
      Pension or Retirement Plan of the Company or of such subsidiary then in
      effect, this option shall expire one (1) year after the date of such
      death. During such period after such death such option, to the extent that
      it was exercisable but it remained unexercised on the date of death, but
      subject to adjustment in respect of option price and number and class of
      shares by reason of any event occurring subsequent to such date of death
      as provided in Section 15 thereof, may be exercised by the person or
      persons to whom the Optionee's rights under the option shall pass by his
      will or by the laws of descent and distribution and such person or persons
      shall adequately prove to the Company his right to exercise any such
      option. To the extent of any conflict between paragraphs 12 and 13,
      paragraph 13 shall govern. Anything hereinabove stated in paragraphs 12 or
      13 to the contrary notwithstanding, an option may not be exercised by
      anyone after the expiration of the maximum period provided for in
      paragraph 7.

14.   Privileges of Stock Ownership.

      No person entitled to exercise any option granted under the Plan shall
      have any of the rights and privileges of a stockholder of the Company in
      respect of any shares of stock issuable upon exercise of such option until
      certificates representing such shares shall have been issued and
      delivered. No shares shall be issued and delivered upon exercise of any
      option unless and until, in the opinion of counsel for the Company, any
      applicable registration requirement of the Securities Act of 1993, any
      applicable listing requirements of any national securities exchange on
      which stock of the same class is then listed, and any other requirements
      of law or of any regulatory bodies having jurisdiction complied with. The
      company may, but need not, require that all costs in connection with any
      such registration, listing or any other requirements of law be paid by the
      person exercising the option.

15.   Adjustments.

      If the outstanding shares for the Common Stock of the Company are
      increased, decreased, or changed into or exchanged for a different number
      or kind of shares or securities of the Company, through reorganization,
      recapitalization, reclassification, stock dividend, stock split or reverse
      stock split, an appropriate and proportionate adjustment shall be made in
      the maximum number and kind of shares as to which options may be granted
      under this Plan. A corresponding adjustment changing the number or kind of
      shares allocated to unexercised option or portions thereof, which shall
      have been granted prior to any such change, shall likewise be made. Any
      such adjustment in the number of shares subject to outstanding options
      shall be made without change in the aggregate purchase price applicable to
      the unexercised portion of the Option but with a corresponding adjustment
      in the price for each share or other unit of any security then covered by
      the Option.

      Upon the dissolution or liquidation of the Company or upon a
      reorganization, merger, or consolidation of the Company with one or more
      corporations as a result of which the Company is not the surviving
      corporation, or upon a sale of substantially all of the property or more
      than eighty percent (80%) of the then outstanding stock of the Company to
      another corporation, the Plan shall terminate and any option theretofore
      granted hereunder shall terminate unless provision be made in writing in
      connection with such transaction for the continuance of the Plan or for
      the assumption of options theretofore granted hereunder shall terminate
      unless provision be made in writing in connection with such transaction
      for the continuance of the Plan or for the assumption of Options
      theretofore granted, or the substitution for such options of new Options
      covering the stock of a successor employer corporation, or a parent or
      subsidiary thereof, with appropriate adjustments as to number and kind of
      shares and prices, in which event the Plan and options theretofore granted
      shall continue in the manner and under the terms so provided; however, it
      is further provided that


<PAGE>

      each Optionee shall, in such event, have the right immediately prior to
      such dissolution or liquidation, or merger or consolidation in which the
      Company is not the surviving corporation, if a period of one (1) year from
      the date of the grant of the Option shall have elapsed, to exercise the
      Option in whole or in part, whether or not the Optionee's right to
      exercise such Option had otherwise accrued pursuant to the terms of the
      Option agreement pursuant to which such Option was granted, subject to any
      limitations on exercisability imposed by the Board or Committee and
      contained in the Option agreements.

      Adjustments under this section shall be made by the Board of Directors
      whose determination as to what adjustments shall be made, and the extent
      thereof shall be final, binding and conclusive. No fractional shares of
      stock or units or other securities shall be issued under the Plan or any
      such adjustment, and any fractions resulting from any such adjustment
      shall be eliminated in each case by rounding either upward or downward to
      the nearest whole share or unit, provided, however, that any adjustments
      under this Section shall be made in such manner as not to constitute a
      "modification" as defined in Section 424 of the Internal Revenue Code.

16.   Other Provisions.

      The Option Agreements authorized under the Plan shall contain such other
      provisions, including, without limitation, restrictions upon the exercise
      of the option, as the Plan Administrator or the Board of Directors of the
      Corporation shall deem advisable. Any such Option Agreement shall contain
      such limitations and restrictions upon the exercise of the options as
      shall be necessary in order that such option will be an "incentive stock
      option" as defined in Section 422(a) of the Internal Revenue Code or to
      conform to any change in the law.

17.   Withholding Tax Requirement.

      The Company or any related corporation shall have the right to retain and
      withhold from any payment of cash or Common Stock under the Plan the
      amount of taxes required by any government to be withheld or otherwise
      deducted and paid with respect to such payment. At its discretion, the
      Company may require an Optionee receiving shares of Common Stock to
      reimburse the Company for any such taxes required to be withheld by the
      Company and withhold any distribution in whole or in part until the
      Company is so reimbursed. In lieu thereat the Company shall have the right
      to withhold from any other cash amounts due or to become due from the
      Company to the Optionee an amount equal to such taxes or retain and
      withhold a number or shares having a market value not less than the amount
      of such taxes required to be withheld by the Company to reimburse the
      Company for any such taxes and cancel (in whole or in part) any such
      shares so withheld.

18.   Amendment and Termination of Plan.

      The Board of Directors of the Company may at any time suspend or terminate
      the Plan. The Board may also at any time amend or revise the terms of the
      Plan, provided that no such amendment or revisions shall increase the
      maximum number of shares in the aggregate which may be sold pursuant to
      the options granted under Plan, except as permitted under the provisions
      of Section 15, or change the minimum purchase price set forth in Section
      6, or increase the maximum term of options provided for in Section 7, or
      permit the granting of options to anyone other than as provided in Section
      5.

19.   No amendment, suspension or termination of the Plan shall (a) result in
      the disqualification of any option granted pursuant to the Plan as an
      "Incentive Stock Option" under the Internal Revenue Code or (b) without
      the consent of the Option Holder, alter or impair any rights or


<PAGE>

      obligations under any option theretofore granted under the Plan unless
      authorized by the provision of the Plan.

20.   Indemnification of Committee.

      In addition to such other rights of indemnification as they may have as
      directors, the members of the Plan Administrator shall be indemnified by
      the Company to the full extent authorized by the General Corporation Law
      of the State of New York provided that within 60 days after the
      institution of any action, suit or proceeding to which such
      indemnification applies and the Plan Administrator member shall, in
      writing, offer the Company the opportunity at its own expense, to handle
      and defend the same.

21.   Application of Funds.

      The proceeds received by the Company from the sale of Stock pursuant to
      option will be used for general corporate purposes.

22.   No Obligation to Exercise Option.

      The granting of an Option shall impose no obligation upon the Option
      Holder to exercise such Option.

23.   Effective Date.

      The Plan shall become effective upon its approval by the affirmative vote
      or consent of the Holders of a majority of shares of Common Stock
      outstanding. The Plan shall terminate on 6/24/2014 and no further options
      shall thereafter be granted hereunder.

24.   Governing Law.

      The provisions of this Plan shall be governed and construed in accordance
      with the laws of the State of New York provided, however, that in the case
      of the provisions applicable to Incentive Stock Options, such provisions
      shall (to the extent possible) be construed in a manner conforming to and
      consistent with the requirements of Section 422(a) of the Code.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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