Edgar Filing: MEYERS BRUCE

SCHEDULE 14A INFORMATION

CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to sec. 240.14a-12

EXEGENICS INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

BRUCE MEYERS, THE M AND B WEISS FAMILY LIMITED PARTNERSHIP
OF 1996, MELVYN I. WEISS AND MICHAEL STONE (NAME OF PERSON(S)
FILING CONSENT 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)(l) and 0-11.

(1) Title of each class of securities to which Offer and a subsequent merger
applies:

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(2) Aggregate number of securities to which Offer and a subsequent merger
applies:

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(3) Per unit price or other underlying value of Offer and a subsequent merger
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):

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(4) Proposed maximum aggregate value of Offer and a subsequent merger:

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(5) Total fee paid:

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[ ] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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PRELIMINARY COPY -- SUBJECT TO COMPLETION

A DEFINITIVE CONSENT STATEMENT WILL BE FILED FOLLOWING SEC
REVIEW.

NOTICE OF CONSENT SOLICITATION BY BRUCE MEYERS, THE M AND B
WEISS FAMILY LIMITED PARTNERSHIP OF 1996, MELVYN I. WEISS AND
MICHAEL STONE

To the Stockholders of eXegenics Inc.:

Bruce Meyers, The M and B Weiss Family Limited Partnership of 1996,
Melvyn I. Weiss and Michael Stone are hereby soliciting all of eXegenics'
stockholders to consent to:

o the removal of all the members of the Company's board of directors; and

o the election of five new directors to serve as members of the Company's
board of directors (the "Nominees").

We are concerned that the Company has never been profitable and has
apparently stopped producing significant revenue. For example, according to the
Company's 10-K for the year ended December 31, 2002, for the year ended
December 31, 2002, the Company's revenue was $562,000 and it had a net loss
attributable to common stockholders of $10,527,000. The 10-K also discloses
that in the prior year, the Company had revenue of $1,333,000 and a net loss
attributable to common stockholders of $8,965,000. According to the Company's
10-Q for the quarter ended June 30, 2003, the Company's revenues were $13,000
for the three months ended March 31, 2003 and it had no revenue for the three
months ended June 30, 2003. In addition to the Company's decline in revenues,
its cash has also declined. The Company's 10-K for the year ended December 31,
2002, states that the Company had cash and cash equivalents, restricted cash
and/or investments of $16,742,000 and $25,595,000 as of December 31, 2002 and
2001 respectively. The Company's 10-Q reported that as of June 30 2003, it
had cash and cash equivalents of $14,037,000.

The price of the Company's common stock has also declined. As noted in
the Company's Proxy Statement which was filed with the Securities and Exchange
Commission on April 15, 2003 (the "Proxy Statement"), Ronald L. Goode became the
Company's President and Chief Executive Officer and was elected to the Company's
Board of Directors on March 21, 2001. On March 21, 2001, the Company's common
stock closed at $3.94 per share. On August 19, 2003, the Company's common stock
closed at $0.54 per share. Meanwhile, Dr. Goode's annual salary has increased.
According to the Proxy Statement, Dr. Goode's employment agreement with the
Company provides for a base salary of $375,000 per year. The Proxy Statement
also discloses that on December 9, 2002, Dr. Goode's base salary was increased
to $405,000 and he was awarded a bonus of $105,000.

The Company has also been unable to develop marketable products. As
noted in the Company's 10-K for the year ended December 31, 2002, from the time
of the

Company's founding in 1991 until 2001, its efforts were devoted to discovery
research activities related to potential therapies for human disease and to
improvement (by generic engineering) of technologies for producing certain
products manufactured and marketed by other companies. As further noted in the
Company's 10-K, through 2001, the Company had not created a commercially viable
drug candidate, nor had its efforts in production technology improvement
research led to any commercially viable manufacturing processes.

According to the Company's 10-Q for the period ended June 30, 2003, the
Company's Board of Directors and its senior management concluded that it would
be in the best interest of the Company's stockholders if the Company entered
into a business combination with a company having products in clinical
development and/or pursued a strategy of in-licensing compounds already in
human trials and completed that process. However, the Company has been unable
to combine with another company. For example, on September 19, 2002, the
Company announced that it had entered into a merger agreement with Innovative
Drug Delivery Systems, Inc. ("IDDS"). At the time, Dr. Goode stated, in a
press release issued by the Company on September 20, 2002, that the "merger
of eXegenics and IDDS allows us to fulfill our joint goal of moving rapidly
towards the commercialization of pharmaceuticals that address important medical
needs." However, on November 25, 2002, a little more than 60 days later, the
Company and IDDS entered into a Termination Agreement, pursuant to which the
Merger Agreement was terminated. The Company disclosed in its 10-K for the
year ended December 31, 2002 that it recognized $2,010,000 in expenses in
connection with the terminated merger.

Because the Company has had relatively little revenue over the last few
years and continues to be unprofitable, we feel compelled to seek consents to
remove the Company's current directors and elect the Nominees.

The results of our request for consent will be communicated to you by
the issuance of a press release. Additionally, in accordance with applicable
law, prompt notice of the results will be provided to stockholders who have not
executed consents.

The Company's Board of Directors have set September 5, 2003 as the
record date for this consent solicitation.

Please consent with respect to all shares for which you were entitled
to give consent as of the September 5, 2003 record date, as set forth on your
Blue consent card, in favor of the Nominees as described in the accompanying
Consent Statement.

New York, New York Very truly yours,
____________, 2003

Bruce Meyers,
The M and B Weiss Family
Limited Partnership of 1996, Melvyn I. Weiss
and Michael Stone

IMPORTANT

PLEASE READ THIS CAREFULLY

1. If you hold your shares in your own name, please sign, date and mail the
enclosed BLUE consent card to Bruce Meyers, Meyers Associates L.P., 45
Broadway, 2nd Floor, New York, New York 10006 in the postage-paid envelope
provided.

2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can execute a consent representing your shares
and only on receipt of your specific instructions. Accordingly, you should
contact the person responsible for your account and give instructions for a
BLUE consent card to be signed representing your shares. We urge you to
confirm in writing your instructions to the person responsible for your
account and provide a copy of those instructions to us in care of Bruce
Meyers so that we will be aware of all instructions given and can attempt to
ensure that those instructions are followed.

If you have any questions or require any assistance in executing your consent,
please call:

Bruce Meyers
Meyers Associates, L.P.
45 Broadway, 2nd Floor
New York, New York 10006
212-742-4334

PRELIMINARY COPY -- SUBJECT TO COMPLETION
SEPTEMBER 15, 2003
A DEFINITIVE CONSENT STATEMENT WILL BE FILED
FOLLOWING SEC REVIEW.

CONSENT STATEMENT
OF
BRUCE MEYERS,
THE M AND B WEISS FAMILY LIMITED PARTNERSHIP OF 1996,
MELVYN I. WEISS AND MICHAEL STONE

Bruce Meyers, The M and B Weiss Family Limited Partnership of 1996,
Melvyn I. Weiss and Michael Stone, ("we" or "our") are furnishing this Consent
Statement in connection with their solicitation of written consents from the
holders of common stock, par value $0.01 per share, and Series A Convertible
Preferred Stock, par value $0.01 per share (collectively, the "Shares"), of
eXegenics Inc., a Delaware corporation (the "Company"), to take the following
actions without a stockholders' meeting in accordance with Delaware law to:

o remove all of the members of the board of directors of the Company;
and

o elect Robert A. Baron, Robert S. Benou, John J. Huntz, Jr., John A.
Paganelli and David L. Spencer, M.D. (the "Nominees") to serve as
all the members of the board of directors of the Company.

WE ARE MAKING THIS SOLICITATION AND NOT THE COMPANY AND ARE ASKING THE
STOCKHOLDERS OF THE COMPANY TO EXPRESS THEIR CONSENT TO THE PROPOSALS ON THE
ACCOMPANYING BLUE CONSENT CARD.

The Company must receive properly completed and duly delivered
unrevoked written consents to this proposal from the holder of record as of the
close of business on September 5, 2003, the record date for this consent
solicitation, of a majority of the outstanding shares then outstanding to
approve the proposal to remove the Company's directors and elect the Nominees.
See "Consent Procedure." Non-votes will be counted as a vote against the
Proposals.

This Consent Statement and the related BLUE consent card are first
being sent or given on or about _______ ___, 2003 to all holders of record of
Shares September 5, 2003, the record date for this consent solicitation.

VOTING SECURITIES

The common stock, par value $0.01 per share, and the Series A
Convertible Preferred Stock, par value $0.01 per share, of the Company
constitute the voting securities of the Company. The Series A Convertible
Preferred Stock is convertible

share-for-share into the common stock of the Company. Only holders, as of
September 5, 2003, of the Company's common stock and Series A Convertible
Preferred Stock are entitled to execute consents. The Company's 14F-1, which was
filed with the Securities and Exchange Commission on July 25, 2003, states that
as of July 17, 2003 there were 16,184,486 shares of the Company's common stock
issued and outstanding and 910,857 shares of Series A Preferred Stock were
issued and outstanding. Cumulative voting is not permitted.

APPRAISAL RIGHTS

The Company's stockholders are not entitled to appraisal rights in
connection with the Proposals.

ADOPTION OF THE PROPOSALS IS REQUIRED TO REPLACE THE COMPANY'S CURRENT
BOARD OF DIRECTORS. ACCORDINGLY, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE
ENCLOSED BLUE CONSENT CARD. IF ELECTED, THE NOMINEES WOULD COMPRISE THE ENTIRE
BOARD.

PROPOSAL NO. 1
REMOVAL OF DIRECTORS

We are seeking stockholder consents without a meeting to immediately
remove each member of the Company's existing Board.

WE URGE YOU TO CONSENT TO THE REMOVAL OF ALL OF THE COMPANY'S
DIRECTORS.

PROPOSAL NO. 2
ELECTION OF NOMINEES

This Proposal includes the election to the Company's board of directors
of the five Nominees named below, each of whom has consented to being named as a
Nominee and to serve as a director, if elected. If elected, the Nominees will
serve until the next annual meeting of the Company's stockholders, and until his
successor shall have been duly elected and qualified or until his earlier death,
resignation or removal. During the past ten years, none of the Nominees have
been convicted in a criminal proceeding (excluding minor traffic violations
or similiar misdemeanors).

Each director of the Company has an obligation under Delaware law to
discharge his duties as a director on an informed basis, in good faith and in a
manner the director honestly believes to be in the best interests of the
Company.

There is no assurance that the election of the Nominees will maximize
shareholder value or otherwise protect shareholders' interests.

Set forth below is the name, present principal occupation or employment
and material occupations, positions, offices or employment for the past five
years of each Nominee.

NAME AND BUSINESS ADDRESS AGE

Robert A. Baron 63
2401 Ingleside Avenue, Ste, 1D
Cincinnati, OH 45206

Robert Benou 68
Conolog Corporation
5 Columbia Road
Somerville, NJ 08876

John J. Huntz, Jr. 52
Fuqua Ventures, LLC
1201 W. Peachtree Street
Suite 5000
Atlanta, GA 30309

John A. Paganelli 68
1250 Pittsford-Victor Road
Building 200, Suite 280
Pittsford, NY 14534

David Lee Spencer, M.D. 59
565 Chatham Road
Glenview, IL 60025

Robert A. Baron has been the President of Cash City, Inc. since 1999.
Cash City is a payday advance and check cashing business. From 1997 to 1999 Mr.
Baron was the President of East Coast Operations for CSS/TSC, Inc., a
distributor of blank t-shirts and fleece and accessories and a subsidiary of
Tultex, Inc., a publicly held company. From 1986 to 1997, Mr. Baron was the
chairman of T-Shirt City, Inc., a privately held company. From 1993 to 1997, Mr.
Baron was a member of the Board of Directors of Suburban Bank Corp. When Mr.
Baron was on Suburban's board, its common stock was traded on Nasdaq. Mr. Baron
has a B.S. in Business from Ohio State University.

Robert S. Benou has been a director of Conolog Corporation, a publicly
held company that provides engineering technical personnel placement and
manufactures a line of digital signal processing systems, since 1968 and served
as its President from 1968 until May 2001 when he was elected Conolog's Chairman
and Chief Executive Officer. Mr. Benou has also been a member of the Board of
Directors of Diversified Security Solutions, Inc., since June, 2001. Diversified
Security Solutions, Inc. is a publicly held company that is a
single-source/turn-key provider of technology-based security solutions for
medium and large companies and government agencies. Mr. Benou is also a member
of Diversified Security Solutions' audit committee. Mr. Benou is a graduate of
Victoria College and holds a BS degree from Kingston College, England and

a BSEE from Newark College of Engineering, in addition to industrial management
courses at Newark College of Engineering.

John J. Huntz., Jr. has been the Managing Director of Fuqua Ventures
LLC, a private equity investment firm, since March 1998. As Managing Director,
Mr. Huntz develops and manages a portfolio of investments. Mr. Huntz served as
Executive Vice President and Chief Operating Officer of Fuqua Enterprises, Inc.,
a company that manufactured health care products, from August 1995 until March
1998 and as its Senior Vice President from March 1994 until August 1995. From
September 1989 until January 1994, Mr. Huntz served as the Managing Partner of
Noble Ventures International, Inc., a private international investment company.
From 1984 until 1989, Mr. Huntz served as Director of Capital Resources for
Arthur Young & Company, and from 1979 until 1984, Mr. Huntz was with Harrison
Capital, Inc., a venture capital investment subsidiary of Texaco, Inc. Mr.
Huntz founded and serves as President of the Atlanta Venture Forum, a risk
capital network, and is a board member of the National Venture Capital
Association. Mr. Huntz serves as a director of several of the portfolio
companies of Fuqua Ventures, LLC and is the Chairman of the Board of Manhattan
Associates, Inc., whose common stock is traded on Nasdaq. Mr. Huntz is also a
member of the Securities and Exchange Commission Executive Committee on Capital
Formation. Mr. Huntz received an BBA from Niagara University and a MBA from
Sacred Heart University.

John A. Paganelli was President and Chief Executive Officer of
Transamerica Life Insurance Company of New York from 1992 to 1997. Since 1987,
Mr. Paganelli has been a partner in RFG Associates, a financial planning
organization. Mr. Paganelli is the Manager of Pharos Systems Partners, LLC, a
company formed to raise capital to purchase the controlling interest in Pharos
Systems International, a software development company. Mr. Paganelli is Chairman
of the Board of Pharos Systems International. He was Vice President and
Executive Vice President of PEG Capital Management, an investment advisory
organization, from 1987 until 2000. From 1980 to the present, Mr. Paganelli has
been an officer and director-shareholder of Mike Barnard Chevrolet, Inc., an
automobile dealership. Mr. Paganelli has been on the Board of Directors of Mid
Atlantic Medical Services, Inc. since 1999. Mid Atlantic is listed on the New
York Stock Exchange and through its wholly-owned subsidiaries is in the business
of selling various forms of health insurance. Mr. Paganelli is also on the Board
of Directors of Mid Atlantic's subsidiary, MAMSI Life and Healthy Insurance
Company. Mr. Paganelli holds an A.B. from Virginia Military Institute.

David Lee Spencer, M.D. has been an orthopedic surgeon since 1977. Dr.
Spencer has been a Clinical Associate in orthopedic surgery at the University of
Illinois since 1999. Dr. Spencer is also an attending surgeon at the University
of Illinois Hospital

Medical Center and Lutheran General Hospital. Dr. Spencer received his B.A. and
M.D. degrees from the University of Iowa.

WE URGE YOU TO CONSENT TO THE ELECTION OF EACH OF THE NOMINEES.

PRINCIPAL STOCKHOLDERS

The following information was derived solely from a review of public
filings made with the Securities and Exchange Commission, except for the
information for Bruce Meyers. The following table sets forth certain information
as of July 17, 2003 with respect to ownership of the outstanding common stock of
the Company by (i) all persons known to the Company to own beneficially more
than 5% of the outstanding common or preferred stock of the Company, including
their addresses, (ii) each director and executive officer of the Company and
(iii) all directors and executive officers of the Company as a group. Unless
otherwise indicated, each person in the table has sole voting power and
investment power of the shares listed as owned by such person.

Common Stock Series A. Preferred Stock
------------------------------ -------------------------- Percent of all
Name and Address of Beneficial Percent of Percent of Outstanding
Owner (1) Number Class (2) Number Class (3) Securities (4)
---------------------------------- -------------- -------------- -------- -------------- ----------------

Bruce Meyers (5) 1,259,710 7.65% 35,433 3.89% 7.26%
Joseph M. Davie, Ph.D. (6) 50,000 * -- -- *
Robert J. Easton (7) 125,000 * -- -- *
Ronald L. Goode, Ph.D. (8) 745,030 4.43% -- -- 4.36%
Walter M. Lovenberg, Ph.D. (9) 209,500 1.28% -- -- 1.23%
David E. Riggs (10) 82,200 * -- -- *
Arthur P. Bollon, Ph.D. (11) 757,900 4.52% -- -- 4.43%
Joan H. Gillett (12) 61,000 * -- -- *
Robert J. Rousseau, Ph.D. (13) 1,000 * -- -- *
Directors and executive officers
as a group (8 persons) (14) 2,031,600 11.34% 11.88%

* Less than 1%.

(1) Except as otherwise indicated, the address of each beneficial owner is c/o
eXegenics Inc., 2110 Research Row, Dallas, Texas 75235.

(2) Calculated on the basis of 16,184,486 shares of common stock outstanding as
of July 17, 2003, except that shares of common stock underlying options and
warrants exercisable within 60 days of the date hereof are deemed to be
outstanding for purposes of calculating the percentage of beneficial ownership
of securities of the holder of such options or warrants. This calculation
excludes shares of common stock issuable upon the conversion of Preferred Stock.

(3) Calculated on the basis of 910,857 shares of Preferred Stock outstanding.

(4) Calculated on the basis of an aggregate of 16,184,486 shares of common stock
and 910,857 shares of the Preferred Stock outstanding as of July 17, 2003,
except that shares of common stock underlying options and warrants exercisable
within 60 days of the date

hereof are deemed to be outstanding for purposes of calculating the percentage
of beneficial ownership of securities of the holder of such options or warrants.

(5) Mr. Meyers' address is c/o Meyers Associates, L.P., 45 Broadway, New York,
New York 10006. The amount shown for Mr. Meyers includes: 859,645 shares owned
by Mr. Meyers; 4,740 shares owned by the Bruce Meyers Keogh; 33,800 shares of
the Company's common stock owned by the Joseph Rita and Bruce Meyers Foundation
for Life Inc. (Mr. Meyers is the Chairman of the Board of the Joseph Rita and
Bruce Meyers Foundation for Life), 35,433 shares of the Company's common stock
issuable upon the conversion of 35,433 shares of preferred stock owned by Bruce
Meyers; and the following securities owned by Meyers Associates L.P. of which
Mr. Meyers, is an executive officer, the sole shareholder and director of the
general partner of Meyers Associates, L.P.; 76,092 shares of common stock, and
250,000 shares of common stock issuable upon the exercise of currently
exercisable five-year warrants issued in 2002 to Meyers Associates L.P. A
portion of the shares beneficially owned by Mr. Meyers were obtained for
services provided by Meyers Associates, L.P. a registered broker dealer. The
services provided by Meyers Associates, L.P. included acting as financial
advisor, placement agent and/or underwriter to the Company. The percent of the
class of common stock of the Company owned by Mr. Meyers is Based on the
Company's having 16,469,919 shares of common stock outstanding, which assumes
the conversion of 35,433 shares of the Company's preferred stock, owned by Bruce
Meyers, into 35,433 shares of the Company's common stock and the conversion of
currently exercisable warrants issued to Meyers Associates LP into 250,000
shares of the Company's common stock. As of September 5, 2003, Mr. Meyers
beneficially owned 1,329,983 shares of the Company's common stock.

(6) Ownership consists of options to purchase 50,000 shares of common stock
currently exercisable.

(7) Ownership consists of options to purchase 125,000 shares of common stock
currently exercisable.

(8) Ownership consists of 111,700 shares of common stock and options to purchase
633,330 shares of common stock that are currently exercisable or exercisable
within 60 days of July 17, 2003. Does not include options to purchase 66,670
shares of common stock not exercisable within 60 days of July 17, 2003.

(9) Ownership consists of 4,500 shares of common stock and options to purchase
205,000 shares of common stock currently exercisable or exercisable within 60
days of July 17, 2003. Does not include options to purchase 31,500 shares of
common stock not exercisable within 60 days of July 17, 2003.

(10) Ownership consists of 7,200 shares of common stock and options to purchase
75,000 shares of common stock currently exercisable or exercisable within 60
days of July 17, 2003. Does not include options to purchase 150,000 shares of
common stock not exercisable within 60 days of July 17, 2003.

(11) Ownership consists of 167,900 shares of common stock and options to
purchase 590,000 shares of common stock currently exercisable or exercisable
within 60 days of July 17, 2003.

(12) Ownership consists of 1,000 shares of common stock and options to purchase
shares of 60,000 shares of common stock currently exercisable or exercisable
within 60 days of July 17, 2003.

(13) Ownership consists of 1,000 shares of common stock and all options to
purchase shares of common stock have expired.

(14) Ownership consists of 293,300 shares of common stock and options to
purchase an aggregate of 1,738,330 shares of common stock, which are currently
exercisable or exercisable within 60 days of July 17, 2003. Does not include
options to purchase 248,170 shares of common stock not exercisable within 60
days of July 17, 2003.

SHARES HELD BY PARTICIPANTS AND THE NOMINEES

The following table sets forth, as of July 17, 2003 certain information
regarding beneficial ownership of the Company's common and preferred stock by
the persons who are soliciting your consent and the Nominees, Robert A. Baron,
Robert Benou, John J. Huntz, Jr., John A. Paganelli and David Lee Spencer, M.D.
Unless otherwise noted, the nature of the beneficial ownership is common stock.
Unless otherwise noted, the beneficial ownership has not changed since July 17,
2003.

Name, Address and Title of Amount and Nature of Percent of Class of Percent of Class A
Beneficial Owner Beneficial Ownership Common Stock (a) Preferred Stock (b)

Bruce Meyers (c) 1,259,710 7.65% (d) 3.9%

M and B Weiss Family Limited 4,400 * 0.0%
Partnership of 1996 (e)

Melvyn I. Weiss 602,850 (f) 3.7% 0.0%

Michael Stone (g) 229,257 1.42% 0.0%

Robert A. Baron 44,800 * 0.0%

Robert Benou 0 0.0% 0.0%

John Huntz, Jr. 0 0.0% 0.0%

John A. Paganelli 0 0.0% 0.0%

David Lee Spencer 774,100 4.8% 0.0%

* Less than 1%.

(a) Calculated on the basis of 16,184,486 shares of common stock outstanding as
of July 17, 2003, except that shares of common stock underlying options and
warrants exercisable within 60 days of the date hereof are deemed to be
outstanding for purposes

of calculating the percentage of beneficial ownership of securities of the
holder of such options or warrants.

(b) Calculated on the basis of 910,857 shares of Preferred Stock outstanding.

(d) Based on 16,469,919 shares of the Company's common stock being issued and
outstanding, which assumes the conversion of 35,433 shares of the Company's
preferred stock, owned by Bruce Meyers, into 35,433 shares of the Company's
common stock and the conversion of currently exercisable warrants issued to
Meyers Associates L.P. into 250,000 shares of the Company's common stock.

(e) Melvyn and Barbara Weiss are the general partners of The M and B Weiss
Family Limited Partnership of 1996.

(f) This includes 4,400 shares of the Company's common stock owned by The M and
B Weiss Family Limited Partnership of 1996 and 20,000 shares of the Company's
common stock owned by the M and B Weiss Family Foundation, Inc. (the
"Foundation"). Mr. Weiss' wife and children are also officers of the Foundation
and members of its board.

(g) As of September 5, 2003, Mr. Stone beneficially owned 269,257 shares of the
Company's common stock.

INFORMATION ON BRUCE MEYERS,
THE M AND B WEISS FAMILY LIMITED PARTNERSHIP OF 1996,
MELVYN I. WEISS AND MICHAEL STONE(1)

Bruce Meyers is the sole stockholder, officer and director of the
corporate general partner of Meyers Associates, L.P. Meyers Associates is a
member of the National Association of Securities Dealers (NASD), the
Securities Investor Protection Corporation (SIPC) and is a full-service
investment banking and securities brokerage firm. Bruce Meyers' principal
occupation is that of a stockbroker and president of

------------------------
(1) Except as disclosed in this Consent Statement, neither Bruce Meyers, The M
and B Weiss Family Limited Partnership of 1996, Melvyn I. Weiss, nor Michael
Stone is, or was within the past year, party to any contract, arrangement or
understandings with any person with respect to any securities of the Company,
including but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loans or guarantees of profit, division of losses
or profits or the giving or withholding of proxies.

Please see Annex I for the purchases and sales of the Company's stock
by Bruce Meyers, The M and B Weiss Family Limited Partnership of 1996, Melvyn I.
Weiss and Michael Stone.

Meyers Associates. Mr. Meyers' business address is Meyers Associates, L.P., 45
Broadway, New York, New York 10006.

The M and B Weiss Family Limited Partnership of 1996 is a Delaware
limited partnership. The General Partner of the Limited Partnership are Melvyn
I. Weiss and Barbara Weiss. The address for The M and B Weiss Family Limited
Partnership of 1996 is c/o Milberg Weiss Bershad Hynes & Lerach LLP, One
Pennsylvania Plaza, New York, New York 10119.

Melvyn I. Weiss is an attorney and senior partner of Milberg Weiss
Bershad Hynes & Lerach LLP ("Milberg Weiss"). Milberg Weiss represents The M and
B Weiss Family Limited Partnership of 1996 in connection with its lawsuit
against the Company (as a nominal defendant) and Ronald L. Goode, Joseph M.
Davie and Walter Lovenberg. Milberg Weiss also represents Bruce Meyers, The M
and B Weiss Family Limited Partnership of 1996, Melvyn I. Weiss and Michael
Stone in connection with this consent solicitation. Mr. Weiss' business address
is Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New York,
New York 10119.

Michael Stone's business address is North American Home Health Supply,
Inc., 16129 Cohasset, Van Nuys, CA 91406. Mr. Stone's principal occupation is
president of the North American Home Health Supply, Inc., which is a home
delivery pharmacy.

During the past ten years, we have not been convicted in a criminal
proceeding (excluding minor traffic violations or similar misdemeanors).

CERTAIN TRANSACTIONS BETWEEN
THE COMPANY AND THE PARTICIPANTS

Except as this Consent Statement discloses, neither Bruce Meyers, the M
and B Weiss Family Limited Partnership of 1996, Melvyn I. Weiss, Michael Stone,
nor the Nominees, have any arrangement or understanding with any person (1) with
respect to any future employment by the Company or its affiliates or (2) with
respect to future transactions to which the Company or any of its affiliates
will or may be a party, nor do we or the Nominees have any material interest,
direct or indirect, in any transaction that has occurred since January 1, 2002
or any currently proposed transaction, or series of similar transactions, which
the Company or any of its affiliates was or is to be a party and in which the
amount involved exceeds $60,000.

Bruce Meyers is an executive officer, the sole stockholder and director
of the general partner of Meyers Associates, L.P. On August 13, 2002, Meyers
Associates, L.P. and the Company entered into an agreement for financial
advisory services. Pursuant to the terms of this agreement, the Company paid
Meyers Associates $128,000. In addition, the Company issued Meyers Associates
warrants to purchase 125,000 shares of the Company's common stock at the
purchase price of $1.00 per share, with an expiration date of August 13, 2007,
and additional warrants to purchase 125,000 shares of the Company's common stock
at a purchase price of $0.55 per share, with an expiration date

of August 13, 2007. Meyers Associates also received reimbursement for reasonable
out-of-pocket expenses.

On May 15, 2003, The M and B Weiss Family Limited Partnership of 1996
("Plaintiff") filed a lawsuit in the Delaware Court of Chancery, as a class
action on behalf of all other similarly situated stockholders of the Company
against the Company (as a nominal defendant), Ronald L. Goode, the Company's
Chief Executive Officer, President and Chairman of the Board, and directors
Joseph M. Davie, and Walter M. Lovenberg and as a derivative action on behalf
of the Company against the Dr. Goode and Messrs. Davie and Lovenberg. On
June 9, 2003, the defendants filed a joint motion with the Delaware Court
of Chancery to dismiss the complaint for failure to state a claim and for
failure to make the statutorily required demand on the Company to assert the
subject claims. On September 10, 2003, Plaintiff filed an amended complaint.
The amended complaint alleges, among other things, that the defendants have
breached their fiduciary duties to the Company's stockholders. The amended
complaint seeks, among other things, a declaration that the amended complaint is
a Proper Class action and certifying Plaintiff as class representative and the
award of unspecified money damages and costs and disbursements of the actions
including a reasonable allowance for Plaintiff's attorneys' and experts' fees.

In a letter to the Company, dated July 23, 2003, Michael Stone,
pursuant to Section 220 of the Delaware General Corporation Law, requested that
the Company make available to his designated representative for inspection and
copying various documents and the Company's shareholder list and ledger. The
Company has since provided Mr. Stone a copy of its shareholder list.

In a letter to the Company dated August 25, 2003, Michael Stone
requested that the Company's Board of Directors set a record date so that the
Company could determine the Stockholders entitled to consent to the Proposals.
The Company's Board has fixed September 5, 2003 as the record date.

Preliminary conversations have occurred between Melvyn I. Weiss and
John A. Paganelli regarding the possibility of Mr. Paganelli becoming the
Company's chief executive officer if the Nominees are elected. While Mr.
Paganelli expressed a willingness to so serve if he were elected, no terms or
conditions were discussed. No binding agreement has been entered into between or
among the Proponents and the Nominees with respect to this matter.

SOLICITATION OF CONSENTS

Bruce Meyers, Melvyn I. Weiss and/or Michael Stone may make
solicitations of consents but will not receive additional compensation for their
solicitation efforts. Consents will be solicited by mail, telephone, facsimile,
or email.

Banks, brokers, custodians, nominees and fiduciaries will be requested
to forward solicitation material to beneficial owners of Shares. We will
reimburse banks, brokers, custodians, nominees and fiduciaries for their
reasonable expenses for sending solicitation material to the beneficial owners.

We will bear the costs of this consent solicitation and will seek
reimbursement of these costs from the Company. The question of such
reimbursement will not be submitted to a vote of the Company's stockholders.
Costs related to the solicitation of consents include expenditures for
attorneys, accountants, printing, postage and related expenses and
fees. These costs are expected to aggregate approximately $100,000. As of
September 10, 2003, we have incurred approximately $56,500 in expense in
connection with this consent solicitation.

CONSENT PROCEDURE

Section 228 of the DGCL states that, unless the certificate of
incorporation of a Delaware corporation otherwise provides, any action required
to be taken at any annual or special meeting of stockholders of that
corporation, or any action that may be taken at any annual or special meeting of
those stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote thereon were present and
voted, and those consents are delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. The Company's charter does not prohibit, and therefore
permits, the Company's stockholders to act by written consent.

We plan to solicit consents as soon as practicable after we file a
definitive Consent Statement with the Securities and Exchange Commission.

Michael Stone as a stockholder of record of 3,057 shares of the
Company's common stock, has requested that the board fix a record date for this
consent solicitation. The Company's Board has set September 5, 2003 as the
record date for this consent solicitation.

Each Proposal will become effective only if executed consents to that
Proposal are returned by holders of record on the record date for this consent
solicitation of a majority of the total number of Shares then outstanding. The
failure to execute and return a consent will have the same effect as voting
against the Proposals.

If your Shares are registered in your own name, please sign, date and
mail the enclosed BLUE consent card to Bruce Meyers in the post-paid envelope
provided. If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a BLUE consent card with respect to your
Shares and only on receipt of specific instructions from you. Accordingly, you
should contact the person responsible for your account and give instructions for
a BLUE consent card to be signed representing your Shares. We urge you to
confirm in writing your instructions to the person responsible for your account
and to provide a copy of those instructions to Bruce Meyers

so we will be aware of all instructions given and can attempt to ensure that
those instructions are followed.

If you have any questions or require any assistance in executing your
consent, please call: Bruce Meyers at (212) 742-4334.

If either of the Proposals become effective as a result of this consent
solicitation, prompt notice will be given under section 228(e) of the DGCL to
stockholders who have not executed consents.

We will pay all costs of our solicitation of consents but will seek
reimbursement of these costs from the Company. The question of such
reimbursement will not be submitted to a vote of the Company's shareholders. The
consents are being solicited in accordance with the applicable provisions of the
Delaware General Corporation Law. Holders of record of the Shares as of the
close of business on September 5, 2003, the record date for this consent
solicitation, are entitled to consent to our Proposals. To be effective, the
requisite number of consents must be delivered to the Company within 60 days
of the earliest dated consent delivered to the Company.

An executed consent card may be revoked at any time by marking, dating,
signing and delivering a written revocation before the time that the action
authorized by the executed consent becomes effective. A revocation may be in any
written form validly signed by the record holder as long as it clearly states
that the consent previously given is no longer effective. The delivery of a
subsequently dated consent card that is properly completed will constitute a
revocation of any earlier consent. The revocation may be delivered either to the
Company or to Bruce Meyers, Meyers Associates, L.P., 45 Broadway, 2nd Floor, New
York, New York, 10006. Although a revocation is effective if delivered to the
Company, we request that either the original or photostatic copies of all
revocations of consents be mailed or delivered to Bruce Meyers at his address
set forth above, so that we will be aware of all revocations and can more
accurately determine if and when consents to the Proposals have been received
from the holders of record on the record date for this consent solicitation of a
majority of the outstanding Shares. We may solicit stockholders who revoke their
consents or vote against either of the Proposals.

SPECIAL INSTRUCTIONS

If you were a record holder of Shares as of the close of business on
the record date for this consent solicitation, you may elect to consent to
withhold consent to with respect to each Proposal by marking the "CONSENTS" or
"DOES NOT CONSENT" box, as applicable, underneath each Proposal on the
accompanying BLUE consent card and signing, dating and returning it promptly in
the enclosed post-paid envelope. In addition, you may withhold consent to the
election of any individual Nominee by writing that person's name on the consent
card.

IF A STOCKHOLDER EXECUTES AND DELIVERS A BLUE CONSENT CARD, BUT FAILS
TO CHECK A BOX MARKED "CONSENTS" OR "DOES NOT CONSENT" FOR A PROPOSAL, THAT
STOCKHOLDER WILL BE DEEMED TO

HAVE CONSENTED TO THAT PROPOSAL, EXCEPT THAT THE STOCKHOLDER WILL NOT BE DEEMED
TO CONSENT TO THE ELECTION OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE
THE INSTRUCTION TO THE ELECTION PROPOSAL PROVIDES ON THE CARD.

YOUR CONSENT IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE
CONSENT CARD AND RETURN IT IN THE ENCLOSED POST-PAID ENVELOPE PROMPTLY. FAILURE
TO RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
PROPOSALS.

If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can execute a consent with respect to those Shares
and only on receipt of specific instructions from you. Thus, you should contact
the person responsible for your account and give instructions for the BLUE
consent card to be signed representing your Shares. You should confirm in
writing your instructions to the person responsible for your account and provide
a copy of those instructions to Bruce Meyers, Meyers Associates, L.P., 45
Broadway, 2nd Floor, New York, New York 10006, so that we will be aware of all
instructions given and can attempt to ensure that those instructions are
followed.

STOCKHOLDER PROPOSALS

Pursuant to the Definitive Proxy Statement, dated April 15, 2003, filed
by the Company, to be considered for inclusion in the proxy statement relating
to the Company's Annual Meeting of Stockholders to be held in 2004, stockholder
proposals must have been received not later than February 18, 2004 nor earlier
than January 29, 2004. Proposals received after February 18, 2004 will not be
voted on at the 2004 Annual Meeting. If a proposal is received before that date,
the proxies that management solicits for the meeting may still exercise
discretionary voting authority on the proposal under circumstances consistent
with the proxy rules of the SEC. All stockholder proposals should be marked for
the attention of Secretary, eXegenics Inc., 2110 Research Row, Dallas, Texas
75235.

If you have any questions or require any assistance in executing your
consent, please call:

Bruce Meyers
Meyers Associates, L.P.
(212) 742-4334

Dated: ______________, 2003

ANNEX I

In the last two years Bruce Meyers, Meyers Associates, L.P., The M and
B Weiss Family Limited Partnership of 1996, Melvyn I. Weiss, The M and B Weiss
Family Foundation, Inc. and Michael Stone have purchased or sold the following
securities of the Company.*

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Bruce Meyers 4/2/2001 Common Stock Sale 5,000
Bruce Meyers 4/3/2001 Common Stock Sale 5,000
Bruce Meyers 4/4/2001 Common Stock Sale 2,000
Bruce Meyers 4/4/2001 Common Stock Sale 2,000
Bruce Meyers 4/5/2001 Common Stock Sale 1,000
Bruce Meyers 4/5/2001 Common Stock Sale 2,500
Bruce Meyers 4/5/2001 Common Stock Sale 3,500
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 1,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,000
Bruce Meyers 4/9/2001 Common Stock Sale 2,500
Bruce Meyers 4/9/2001 Common Stock Sale 2,500
Bruce Meyers 4/9/2001 Common Stock Sale 3,000
Bruce Meyers 4/9/2001 Common Stock Sale 5,500
Bruce Meyers 4/9/2001 Common Stock Sale 500
Bruce Meyers 4/9/2001 Common Stock Sale 500
Bruce Meyers 4/17/2001 Common Stock Sale 80,000
Bruce Meyers 4/18/2001 Common Stock Sale 60,000
Bruce Meyers 4/19/2001 Common Stock Sale 100,000
Bruce Meyers 4/23/2001 Common Stock Sale 40,000
Bruce Meyers 4/23/2001 Common Stock Sale 31,000
Bruce Meyers 11/8/2001 Common Stock Purchase 1,000
Bruce Meyers 11/14/2001 Common Stock Sale 1,000

------------------------
* Bruce Meyers is an executive officer, the sole shareholder and director of the
general partner of Meyers Associates L.P. Melvyn I. Weiss is one of the general
partners of the M and B Weiss Family Limited Partnership of 1996 and is the
President, Treasurer and Chairman of the board of directors of the M and B Weiss
Family Foundation, Inc.

Annex I - 1

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Bruce Meyers 2/4/2002 Common Stock Purchase 7,500
Bruce Meyers 2/8/2002 Common Stock Sale 7,500
Bruce Meyers 2/8/2002 Common Stock Purchase 500
Bruce Meyers 2/20/2002 Common Stock Purchase 2,000
Bruce Meyers 2/22/2002 Common Stock Purchase 1,000
Bruce Meyers 2/22/2002 Common Stock Purchase 500
Bruce Meyers 2/25/2002 Common Stock Purchase 1,700
Bruce Meyers 2/26/2002 Common Stock Purchase 1,000
Bruce Meyers 2/26/2002 Common Stock Sale 3,700
Bruce Meyers 3/1/2001 Common Stock Purchase 500
Bruce Meyers 3/4/2001 Common Stock Purchase 1,000
Bruce Meyers 3/5/2001 Common Stock Purchase 1,500
Bruce Meyers 3/6/2001 Common Stock Purchase 1,500
Bruce Meyers 3/6/2001 Common Stock Purchase 1,000
Bruce Meyers 3/12/2002 Common Stock Sale 1,000
Bruce Meyers 3/12/2002 Common Stock Purchase 5,500
Bruce Meyers 3/13/2002 Common Stock Purchase 1,700
Bruce Meyers 3/14/2002 Common Stock Purchase 2,000
Bruce Meyers 3/15/2002 Common Stock Purchase 2,000
Bruce Meyers 3/18/2002 Common Stock Purchase 1,900
Bruce Meyers 3/20/2002 Common Stock Sale 8,300
Bruce Meyers 3/20/2002 Common Stock Purchase 2,000
Bruce Meyers 3/22/2002 Common Stock Purchase 2,000
Bruce Meyers 3/25/2002 Common Stock Purchase 2,000
Bruce Meyers 3/26/2002 Common Stock Purchase 3,400
Bruce Meyers 4/1/2002 Common Stock Purchase 500
Bruce Meyers 4/3/2002 Common Stock Purchase 2,500
Bruce Meyers 4/5/2002 Common Stock Purchase 4,100
Bruce Meyers 4/8/2002 Common Stock Purchase 4,500
Bruce Meyers 4/9/2002 Common Stock Purchase 800
Bruce Meyers 4/11/2002 Common Stock Purchase 8,600
Bruce Meyers 4/12/2002 Common Stock Purchase 2,700
Bruce Meyers 4/16/02 Common Stock Purchase 500
Bruce Meyers 4/30/2002 Common Stock Sale 20,000
Bruce Meyers 4/30/2002 Common Stock Purchase 500
Bruce Meyers 5/2/2002 Common Stock Sale 25,000
Bruce Meyers 5/2/2002 Common Stock Sale 4,900
Bruce Meyers 5/6/2002 Common Stock Sale 2,000
Bruce Meyers 5/6/2002 Common Stock Sale 10,000
Bruce Meyers 5/7/2002 Common Stock Sale 5,000
Bruce Meyers 5/8/2002 Common Stock Purchase 600
Bruce Meyers 7/5/2002 Common Stock Purchase 500

Annex I - 2

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Bruce Meyers 7/8/2002 Common Stock Purchase 1,000
Bruce Meyers 7/9/2002 Common Stock Purchase 2,000
Bruce Meyers 7/12/2002 Common Stock Purchase 600
Bruce Meyers 7/15/2002 Common Stock Purchase 3,200
Bruce Meyers 7/18/2002 Common Stock Purchase 200
Bruce Meyers 7/19/2002 Common Stock Purchase 1,000
Bruce Meyers 7/23/2002 Common Stock Purchase 1,000
Bruce Meyers 7/24/2002 Common Stock Purchase 700
Bruce Meyers 7/24/2002 Common Stock Purchase 200
Bruce Meyers 2/28/2003 Common Stock Sale 27,000
Bruce Meyers 2/28/2003 Common Stock Sale 19,025
Bruce Meyers 3/3/2003 Common Stock Sale 50,000
Bruce Meyers 4/3/2003 Common Stock Sale 25,000
Bruce Meyers Preferred 35,433
Meyers Associates 4/3/2001 Common Stock Purchase 2,000
Meyers Associates 4/5/2001 Common Stock Purchase 5,000
Meyers Associates 4/6/2001 Common Stock Purchase 5,000
Meyers Associates 4/6/2001 Common Stock Sale 5,000
Meyers Associates 4/27/2001 Common Stock Sale 19,400
Meyers Associates 4/27/2001 Common Stock Sale 31,100
Meyers Associates 4/30/2001 Common Stock Sale 3,000
Meyers Associates 4/30/2001 Common Stock Sale 6,500
Meyers Associates 5/1/2001 Common Stock Sale 1,000
Meyers Associates 5/24/2001 Common Stock Sale 29,600
Meyers Associates 9/24/2001 Common Stock Sale 6,315
Meyers Associates 8/28/2002 Common Stock Purchase 100
Meyers Associates 8/28/2002 Common Stock Purchase 4,900
Meyers Associates 8/30/2002 Common Stock Purchase 15,000
Meyers Associates 9/3/2002 Common Stock Purchase 50,000
Meyers Associates 9/4/2002 Common Stock Purchase 500
Meyers Associates 9/4/2002 Common Stock Purchase 500
Meyers Associates 9/4/2002 Common Stock Purchase 100
Meyers Associates 9/4/2002 Common Stock Purchase 100
Meyers Associates 9/4/2002 Common Stock Purchase 100
Meyers Associates 9/4/2002 Common Stock Purchase 2,400
Meyers Associates 9/4/2002 Common Stock Purchase 500
Meyers Associates 9/4/2002 Common Stock Purchase 5,000
Meyers Associates 9/4/2002 Common Stock Purchase 100
Meyers Associates 9/4/2002 Common Stock Purchase 5,000
Meyers Associates 9/4/2002 Common Stock Purchase 100
Meyers Associates 9/4/2002 Common Stock Purchase 21,100
Meyers Associates 9/4/2002 Common Stock Purchase 6,500

Annex I - 3

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Meyers Associates 9/4/2002 Common Stock Purchase 4,200
Meyers Associates 9/4/2002 Common Stock Sale 70,000
Meyers Associates 9/10/2002 Common Stock Purchase 200
Meyers Associates 9/10/2002 Common Stock Purchase 4,800
Meyers Associates 9/12/2002 Common Stock Purchase 200
Meyers Associates 9/20/2002 Common Stock Purchase 1,000
Meyers Associates 9/24/2002 Common Stock Sale 45,000
Meyers Associates 9/24/2002 Common Stock Purchase 35,000
Meyers Associates 9/24/2002 Common Stock Purchase 9,000
Meyers Associates 9/24/2002 Common Stock Purchase 1,000
Meyers Associates 9/27/2002 Common Stock Purchase 27,200
Meyers Associates 9/27/2002 Common Stock Sale 2,500
Meyers Associates 9/27/2002 Common Stock Sale 5,100
Meyers Associates 9/27/2002 Common Stock Sale 3,200
Meyers Associates 9/27/2002 Common Stock Sale 6,600
Meyers Associates 9/27/2002 Common Stock Sale 6,650
Meyers Associates 9/27/2002 Common Stock Sale 3,150
Meyers Associates 9/27/2002 Common Stock Purchase 1,000
Meyers Associates 9/30/2002 Common Stock Purchase 1,000
Meyers Associates 9/30/2002 Common Stock Purchase 10,000
Meyers Associates 10/1/2002 Common Stock Purchase 1,000
Meyers Associates 10/4/2002 Common Stock Sale 2,000
Meyers Associates 10/9/2002 Common Stock Sale 23,000
Meyers Associates 10/10/2002 Common Stock Purchase 1,000
Meyers Associates 10/10/2002 Common Stock Purchase 1,000
Meyers Associates 10/10/2002 Common Stock Purchase 3,000
Meyers Associates 10/11/2002 Common Stock Purchase 1,000
Meyers Associates 10/15/2002 Common Stock Purchase 5,000
Meyers Associates 10/22/2002 Common Stock Purchase 1,000
Meyers Associates 10/23/2002 Common Stock Sale 5,000
Meyers Associates 11/1/2002 Common Stock Purchase 1,000
Meyers Associates 11/6/2002 Common Stock Purchase 1,000
Meyers Associates 11/7/2002 Common Stock Purchase 500
Meyers Associates 11/8/2002 Common Stock Purchase 600
Meyers Associates 11/13/2002 Common Stock Purchase 1,000
Meyers Associates 11/13/2002 Common Stock Purchase 1,000
Meyers Associates 11/13/2002 Common Stock Purchase 500
Meyers Associates 11/13/2002 Common Stock Purchase 400
Meyers Associates 11/13/2002 Common Stock Purchase 1,000
Meyers Associates 11/13/2002 Common Stock Purchase 1,000
Meyers Associates 11/15/2002 Common Stock Purchase 500
Meyers Associates 11/15/2002 Common Stock Purchase 2,000

Annex I - 4

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Meyers Associates 11/15/2002 Common Stock Purchase 2,000
Meyers Associates 11/15/2002 Common Stock Sale 500
Meyers Associates 11/20/2002 Common Stock Purchase 1,000
Meyers Associates 11/22/2002 Common Stock Sale 16,000
Meyers Associates 11/22/2002 Common Stock Sale 5,000
Meyers Associates 11/22/2002 Common Stock Sale 11,000
Meyers Associates 11/22/2002 Common Stock Purchase 16,000
Meyers Associates 12/13/2002 Common Stock Sale 200
Meyers Associates 12/13/2002 Common Stock Purchase 200
Meyers Associates 12/13/2002 Common Stock Purchase 200
Meyers Associates 12/16/2002 Common Stock Purchase 8,000
Meyers Associates 12/16/2002 Common Stock Purchase 2,400
Meyers Associates 12/17/2002 Common Stock Purchase 1,000
Meyers Associates 12/17/2002 Common Stock Purchase 825
Meyers Associates 12/17/2002 Common Stock Purchase 2,000
Meyers Associates 12/20/2002 Common Stock Purchase 7,000
Meyers Associates 12/26/2002 Common Stock Purchase 34,575
Meyers Associates 12/30/2002 Common Stock Sale 17,500
Meyers Associates 12/30/2002 Common Stock Purchase 2,000
Meyers Associates 12/31/2002 Common Stock Purchase 4,000
Meyers Associates 12/31/2002 Common Stock Purchase 2,000
Meyers Associates 1/3/2003 Common Stock Purchase 2,000
Meyers Associates 1/6/2003 Common Stock Sale 52,500
Meyers Associates 1/6/2003 Common Stock Purchase 4,400
Meyers Associates 1/9/2003 Common Stock Sale 2,000
Meyers Associates 1/9/2003 Common Stock Purchase 2,000
Meyers Associates 1/9/2003 Common Stock Purchase 2,000
Meyers Associates 1/10/2003 Common Stock Purchase 600
Meyers Associates 1/13/2003 Common Stock Purchase 100
Meyers Associates 1/23/2003 Common Stock Purchase 400
Meyers Associates 1/27/2003 Common Stock Purchase 1,600
Meyers Associates 1/28/2003 Common Stock Purchase 300
Meyers Associates 2/4/2003 Common Stock Sale 6,000
Meyers Associates 2/4/2003 Common Stock Sale 4,000
Meyers Associates 2/4/2003 Common Stock Purchase 600
Meyers Associates 2/28/2003 Common Stock Purchase 19,025
Meyers Associates 3/3/2003 Common Stock Purchase 50,000
Meyers Associates 3/3/2003 Common Stock Sale 700
Meyers Associates 3/3/2003 Common Stock Sale 1,700
Meyers Associates 3/3/2003 Common Stock Sale 2,300
Meyers Associates 3/3/2003 Common Stock Sale 1,000
Meyers Associates 3/3/2003 Common Stock Sale 2,000

Annex I - 5

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Meyers Associates 3/3/2003 Common Stock Sale 300
Meyers Associates 3/3/2003 Common Stock Sale 3,700
Meyers Associates 3/4/2003 Common Stock Sale 1,000
Meyers Associates 3/4/2003 Common Stock Sale 1,000
Meyers Associates 3/4/2003 Common Stock Sale 325
Meyers Associates 3/20/2003 Common Stock Purchase 5,000
Meyers Associates 3/21/2003 Common Stock Purchase 2,000
Meyers Associates 3/24/2003 Common Stock Purchase 1,000
Meyers Associates 4/3/2003 Common Stock Purchase 25,000
Meyers Associates 6/5/2003 Common Stock Purchase 4,500
Meyers Associates 6/10/2003 Common Stock Sale 25,000
Meyers Associates 6/11/2003 Common Stock Purchase 10,000
Meyers Associates 6/12/2003 Common Stock Purchase 5,000
Meyers Associates 6/12/2003 Common Stock Purchase 5,000
Meyers Associates 6/12/2003 Common Stock Sale 1,500
Meyers Associates 6/17/2003 Common Stock Purchase 1,891
Meyers Associates 6/18/2003 Common Stock Purchase 3,301
Meyers Associates 6/20/2003 Common Stock Purchase 10,000
Meyers Associates 6/26/2003 Common Stock Purchase 10,000
Meyers Associates 7/2/2003 Common Stock Purchase 2,500
Meyers Associates 7/16/2003 Common Stock Sale 25,000
Meyers Associates 7/17/2003 Common Stock Sale 5,000
Meyers Associates 7/22/2003 Common Stock Purchase 10,000
Meyers Associates 7/24/2003 Common Stock Purchase 8,464
Meyers Associates 7/25/2003 Common Stock Purchase 6,600
Meyers Associates 8/4/2003 Common Stock Purchase 11,850
Meyers Associates 8/5/2003 Common Stock Purchase 10,100
Meyers Associates 8/6/2003 Common Stock Purchase 3,325
Meyers Associates 8/6/2003 Common Stock Purchase 9,934
Meyers Associates 8/7/2003 Common Stock Purchase 7,600
Meyers Associates 8/7/2003 Common Stock Purchase 2,400
Meyers Associates 8/28/2003 Common Stock Sale 10,000
The M and B Weiss
Family Limited
Partnership of 1996 01/03/02 Common Stock Purchase 4,400
Melvyn I. Weiss 11/20/2001 Common Stock Purchase 500
Melvyn I. Weiss 11/20/2001 Common Stock Purchase 500
Melvyn I. Weiss 11/20/2001 Common Stock Purchase 1,000
Melvyn I. Weiss 11/20/2001 Common Stock Purchase 1,000
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 100

Annex I - 6

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Melvyn I. Weiss 2/7/2002 Common Stock Purchase 1,200
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 1,800
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/7/2002 Common Stock Purchase 3,900
Melvyn I. Weiss 2/11/2002 Common Stock Purchase 1,100
Melvyn I. Weiss 2/11/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 2/11/2002 Common Stock Purchase 1,900
Melvyn I. Weiss 2/12/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 2/13/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 1,900
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 400
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 300
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 200
Melvyn I. Weiss 2/14/2002 Common Stock Purchase 2,400
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 400
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 1,400
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 700
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 2/15/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/19/2002 Common Stock Purchase 1,400
Melvyn I. Weiss 2/21/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 795
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 290
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 815
Melvyn I. Weiss 2/22/2002 Common Stock Purchase 130
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100

Annex I - 7

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 200
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 200
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/25/2002 Common Stock Purchase 700
Melvyn I. Weiss 2/26/2002 Common Stock Purchase 100
Melvyn I. Weiss 2/26/2002 Common Stock Purchase 500
Melvyn I. Weiss 2/26/2002 Common Stock Purchase 2,070
Melvyn I. Weiss 2/27/2002 Common Stock Purchase 5,000
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 100
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 900
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 500
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 1,600
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 900
Melvyn I. Weiss 4/15/2002 Common Stock Purchase 1,400
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 1,500
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 100
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 600
Melvyn I. Weiss 4/16/2002 Common Stock Purchase 6,400
Melvyn I. Weiss 5/7/2002 Common Stock Purchase 6,500
Melvyn I. Weiss 5/7/2002 Common Stock Purchase 7,700
Melvyn I. Weiss 5/7/2002 Common Stock Purchase 5,800
Melvyn I. Weiss 7/19/2002 Common Stock Purchase 4,000
Melvyn I. Weiss 7/19/2002 Common Stock Purchase 20,000
Melvyn I. Weiss 7/22/2002 Common Stock Purchase 1,000
Melvyn I. Weiss 7/22/2002 Common Stock Purchase 500
Melvyn I. Weiss 7/23/2002 Common Stock Purchase 7,100
Melvyn I. Weiss 7/25/2002 Common Stock Purchase 3,000
Melvyn I. Weiss 11/15/2002 Common Stock Purchase 10,000
Melvyn I. Weiss 11/18/2002 Common Stock Purchase 10,000

Annex I - 8

Amount
Purchase/ Purchased or
Stockholder Date Type of Security Sale Sold

Melvyn I. Weiss 11/19/2002 Common Stock Purchase 10,000
Melvyn I. Weiss 11/25/2002 Common Stock Purchase 500
Melvyn I. Weiss 11/25/2002 Common Stock Purchase 2,000
Melvyn I. Weiss 2/8/2002 Common Stock Purchase 25,000
Melvyn I. Weiss 3/1/2002 Common Stock Purchase 50,000
The M and B Weiss 1/3/2002 Common Stock Purchase 20,000
Family Foundation
Michael Stone 5/3/2001 Common Stock Purchase 500
Michael Stone 5/3/2001 Common Stock Purchase 500
Michael Stone 5/7/2001 Common Stock Purchase 1,000
Michael Stone 12/7/2001 Common Stock Purchase 6,700
Michael Stone 12/10/2001 Common Stock Purchase 1,400
Michael Stone 7/26/2002 Common Stock Purchase 200
Michael Stone 10/23/2002 Common Stock Purchase 5,000
Michael Stone 10/23/2002 Common Stock Purchase 5,500
Michael Stone 8/6/2003 Common Stock Purchase 20,000
Michael Stone 8/12/2003 Common Stock Purchase 20,000

Annex I - 9

[FORM OF BLUE CONSENT CARD]

BRUCE MEYERS, THE M AND B WEISS FAMILY
LIMITED PARTNERSHIP OF 1996,
MELVYN I. WEISS AND MICHAEL STONE
WRITTEN CONSENT SOLICITATION OF THE STOCKHOLDERS OF EXEGENICS, INC.

Unless otherwise indicated below, the undersigned, a stockholder of
record of eXegenics Inc. (the "Company") on September 5, 2003 (the "Record
Date"), hereby consents pursuant to Section 228(a) of the Delaware General
Corporation Law with respect to all shares of common stock and Series A
Convertible Preferred Stock of the Company (the "Shares") held by the
undersigned to the taking of the following actions without a meeting of the
stockholders of the Company:

1. The removal of all directors of Company.

[ ] CONSENTS [ ] DOES NOT CONSENT

INSTRUCTION: TO CONSENT OR WITHHOLD CONSENT TO THE REMOVAL OF ALL DIRECTORS,
CHECK THE APPROPRIATE BOX ABOVE.

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL.

2. The election of the following persons as directors of the Company:

Robert A. Baron, Robert S. Benou, John J. Huntz, Jr., John A. Paganelli and
David L. Spencer M.D.

[ ] CONSENTS [ ] DOES NOT CONSENT

INSTRUCTION: TO CONSENT OR WITHHOLD CONSENT TO THE ELECTION OF ALL THE
ABOVE-NAMED PERSONS, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH
TO CONSENT TO THE ELECTION OF CERTAIN OF THE ABOVE-NAMED PERSONS,
BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE
NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE FOLLOWING
SPACE.

(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT
THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE ELECTION OF
ANY CANDIDATE WHOSE NAME IS WRITTEN-IN IN THE SPACE PROVIDED ABOVE.

IN THE ABSENCE OF DISSENT BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS
TO EACH ACTION LISTED ABOVE.

Please sign exactly as name appears
on stock certificates or on label
affixed hereto. When Shares are held
by joint tenants, both should sign.
In case of joint owners, EACH joint
owner should sign. When signing as
attorney, executor, administrator,
trustee, guardian, corporate
officer, etc., give full title as
such.

DATED: ___________________

------------------------------------
Signature

------------------------------------
Signature, if held jointly
Title or Authority _________________

THIS SOLICITATION IS BEING MADE BY BRUCE MEYERS, THE M AND B WEISS FAMILY
LIMITED PARTNERSHIP OF 1996, MELVYN I. WEISS AND MICHAEL STONE AND NOT ON BEHALF
OF THE COMPANY.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED. PLEASE SIGN, DATE AND
MAIL YOUR CONSENT PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.