CONFIDENTIAL
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Amendment No.2
to
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION

Consent Statement Pursuant To Section 14(a)
Of The Securities Exchange Act Of 1934

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

Check the appropriate box:

[X] Preliminary Consent Statement
[_] Confidential, Use Of The Commission Only (as permitted by Rule 14a-6(e)(2))
Consent Statement
[_] Definitive Consent Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12

Digital Courier Technologies, Inc.
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(Name of Registrant as Specified in its Charter)

The Proponent Group
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(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)(4) and 0-11.

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

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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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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February __, 2002

Dear Fellow Stockholders of Digital Courier Technologies, Inc.:

We are writing to urge you to assist in our effort to replace the board
of directors of Digital Courier Technologies, Inc. with directors who we believe
will manage the Company effectively and in the best interests of stockholders.
Toward that end, we have prepared and enclosed the attached Consent Statement
and Consent. Please express your consent to the proposals described in the
Consent Statement by marking, signing and dating the enclosed Consent and
returning it to James A. Egide, as set forth in the Consent Statement.

The proposals described in the Consent Statement include a proposal to
remove all current directors of Digital Courier that may be removed by holders
of the common stock and a proposal to replace them with three persons that we
have designated in the Consent Statement. As further described in the Consent
Statement, we are proposing to replace the existing directors of Digital Courier
because of what we perceive as their breach of their fiduciary duties in
connection with their recent creation of two new series of preferred stock, the
deteriorating financial performance and capital position of the Company under
their tenure, their dedication of substantial resources to matters extraneous to
the business of the Company, their questionable approval of a settlement
agreement with a former related party, general operational problems and their
pursuit of personal agendas that are not aligned with the interests of
stockholders.

Only stockholders of record at the close of business on January 17,
2002 are entitled to consent in connection with this consent solicitation. We
believe that there were 43,544,444 shares of common stock of Digital Courier
outstanding as of the designated record date of January 17, 2002. Our group, our
nominees for director and persons who have entered into an agreement to vote in
favor of our nominees collectively control 9,404,326 shares (approximately 21%
of the outstanding shares) of common stock of Digital Courier. Accordingly, in
order for the proposals to be approved, all of the members of our group, our
nominees for director, and the holders of at least 12,367,897 additional shares
of common stock must vote in favor of the proposals described in the Consent
Statement.

Please note that the failure to sign and return a Consent will have the
same effect as a vote against our proposals to remove the directors and replace
them with our nominees. Please sign and return your Consent today. In any case,
your Consent must be received by March 17, 2002. If you have any questions,
please feel free to call James A. Egide at (415) 302-8621.

The Proponent Group

James A. Egide Ken Nagel
R.J. Pittman C.R. Fedrick
James L. Thompson William Isetta

IMPORTANT

If your Digital Courier shares are held in your name, please sign, date and mail
the enclosed Consent to James A. Egide c/o Stoel Rives LLP, 201 South Main
Street, Suite 1100, Salt Lake City, Utah 84111. If your Digital Courier shares
are held in a "street name," only your broker or bank can execute a consent with
respect to your shares and only upon receipt of your specific instructions.
Accordingly, you should deliver the enclosed form of Consent to your broker or
bank, contact the person responsible for your account, and give instructions for
the form of Consent to be signed representing your shares. Please confirm in
writing your instructions to the person responsible for your account and provide
a copy of those instructions to the Proponent Group in care of James A. Egide
c/o Stoel Rives LLP, 201 South Main Street, Suite 1100, Salt Lake City, Utah
84111, so that the Proponent Group will be aware of all instructions given and
can attempt to ensure that such instructions are followed. If you have any
questions or require any assistance in executing your consent, please call Mr.
Egide at (415) 302-8621.

CONFIDENTIAL
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PRELIMINARY COPY - SUBJECT TO COMPLETION

THE PROPONENT GROUP EXPECTS TO RELEASE THIS CONSENT STATEMENT TO STOCKHOLDERS ON
OR ABOUT THE DATE THREE DAYS FOLLOWING COMPLETION OF THE SEC'S REVIEW OF THIS
CONSENT STATEMENT.

Consent Statement
Of
The Proponent Group

This Consent Statement and accompanying form of Consent are being
circulated by a concerned group of stockholders of Digital Courier Technologies,
Inc., a Delaware corporation ("Digital Courier" or the "Company"), that have
identified themselves as the "Proponent Group" to holders of the common stock,
$.0001 par value, of the Company ("Common Stock") in connection with their
solicitation of written Consents from the holders of the Common Stock. The
Proponent Group includes the following individuals: James Egide, R.J. Pittman,
James L. Thompson, C.R. Fedrick, Ken Nagel, and William Isetta. The Proponent
Group has come together for the purpose of removing the existing directors of
the Company and replacing them with the "Nominees" identified in this Consent
Statement.

Certain members of the Proponent Group have previously served as
officers of the Company, including R.J. Pittman, CEO and director from August
1998 to March 1999 and Vice President from March 1999 to January 2000; James L.
Thompson, Vice President from July 1999 to June 2000 and again from October 2000
to August 2001; Ken Nagel, director from October 1999 through January 2001 and
Senior Operations Manager from June 1999 through January 2000; and William
Isetta, Assistant to the CEO from December 1999 through September 2000. James
Egide was CEO and a director of the Company from March 1999 until July 2000,
when he resigned following a series of disagreements with certain officers and
directors of the Company. Allan Grosh, a Nominee, was Chief Operating Officer
and a director of the Company for a period during 1999. Additional information
regarding affiliations between the Proponent Group, the Nominees and the Company
is set forth under the headings "Reasons for the Consent Statement - Failures of
Existing Management," "Certain Information Regarding Each of the Nominees" and
"Certain Relationships and Related Transactions."

This Consent Statement and enclosed form of Consent are first being
mailed to holders of the Common Stock on or about February __, 2002. This
Consent Statement and accompanying form of Consent propose that the following
actions, in the order set forth below, be approved and effected by written
consent in lieu of a meeting of stockholders, as authorized by the Delaware
General Corporation Law (the "Corporate Code"):

1. The removal without cause of all directors of the Company (the
"Removal Proposal"); provided, however, if the issuance of the Series B
Preferred Stock or Series C Preferred Stock is not repealed or declared
null and void, the removal without cause of all directors of the
Company not elected solely by holders of the Series B Preferred Stock
or Series C Preferred Stock.

2. The election to the board of directors of the Company of R.J.
Pittman, Allan J. Grosh and James L. Thompson (the "Nominees") to serve
until their respective successors are duly elected and qualified (the
"Election Proposal"); provided, however, in the event that the issuance
of the Series B Preferred Stock and Series C Preferred Stock is not
repealed, declared null or void, the election of only R.J. Pittman as a
director of Digital Courier Technologies, Inc.

The Removal Proposal and the Election Proposal (collectively, the "Proposals")
are designed to permit the Proponent Group to replace the Company's board of
directors with the Nominees. We are proposing to remove the existing directors
for the reasons identified in the section entitled "Reasons For the Consent
Statement" beginning on page 2. We believe that the Nominees have the skills and
industry-specific experience to assess the various issues facing the Company and
undertake the changes necessary to make operations of the Company profitable.
The Proponent Group asks that you express your consent to the Proposals by
marking, singing and dating the enclosed form of Consent and

returning it in the enclosed, postage-paid envelope to James A. Egide c/o Stoel
Rives LLP, 201 South Main Street, Suite 1100, Salt Lake City, Utah 84111, in
accordance with the instructions set forth in Consent Procedures beginning on
page 12 below.

THIS CONSENT SOLICITATION IS BEING MADE BY THE PROPONENT GROUP AND NOT
ON BEHALF OF THE COMPANY'S CURRENT BOARD OF DIRECTORS. THIS CONSENT STATEMENT IS
NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO.

Forward Looking Statements

The Proponent Group urges you to read this Consent Statement carefully.
The information contained in this Consent Statement includes forward-looking
statements, which are indicated by words or phrases such as "anticipates,"
"estimates," "projects," "believes," "intends," "expects," and similar words or
phrases. Forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements. Such risks
include, among others, the possibility that the Nominees, if elected, will not
be able to make desired changes to the business of the Company, make the Company
profitable or dispose of some or all of the assets of the Company. Given these
uncertainties, you are advised not to attribute undue certainty to such
forward-looking statements. The Proponent Group disclaims any obligation to
update any such factors or to publicly announce the results of any revisions to
any of the forward-looking statements contained herein to reflect future events
or developments.

REASONS FOR THE CONSENT STATEMENT

General

The principal objective of this Consent solicitation is to seek a
sufficient number of votes by written consent to remove as many of the directors
of the Company as may be removed by holders of the Common Stock and to elect to
the board of directors as many of the Nominees as may be elected by holders of
the Common Stock. The Proponent Group has reviewed the history and performance
of the Company over the past sixteen months and believes that management during
that period, including the current directors and officers, have failed to
perform responsibly and effectively. We believe the existing directors need to
be removed immediately for a variety of reasons, including their breach of their
fiduciary duties in connection with the creation and issuance of the Series B
Preferred Stock, the financial problems of the Company, management's focus on
matters extraneous to the business of the Company, their questionable approval
of a settlement agreement with a former related party and general operational
problems of the Company. As outlined in greater detail below, we believe that
the performance of the Company under the tenure of existing management and their
immediate predecessors has been disappointing, and that the time for a new
management team is now.

In our view, the existing management team has been given an adequate
opportunity to manage the Company, cause it to grow and make it profitable--but
has failed. The Nominees have experience in building and operating credit card
processing companies and other businesses. Each of the Nominees has served as an
officer of the Company, and accordingly is generally familiar with its business
and the issues it faces; however, because each of the Nominees is not presently
employed by the Company, we expect that each will bring a level of objectivity
that the current directors do not have. In addition, each of the Nominees is a
holder of Common Stock and has the financial incentive to act in the best
interests of the holders of the Common Stock. We believe that the Nominees have
the knowledge of the Company and its business, the general and industry-specific
business experience and the financial incentive to prevent further erosion of
stockholder value and turn the Company toward future growth and profitability.
We can provide no assurance, however, that the Nominees will be able to turn
around the business of the Company or otherwise enhance stockholder value if
they are elected.

Failures of Existing Management

The Proponent Group's reasons for desiring to remove the existing board
of directors and replace them with the Nominees include the following:

The Existing Directors Issued to Themselves Shares of Preferred Stock Giving
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Them the Ability to Elect a Majority of the Board
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On January 3, 2002, the Company announced that it had created and
issued to the individuals currently serving as directors of the Company shares
of Series B Preferred Stock. On January 15, 2002, the Company announced that it

had sold four shares of Series B Preferred Stock to the four existing directors
for the aggregate purchase price of $4.00. Under the Certificate of Designation
approved by the board of directors (but not stockholders) establishing the
Series B Preferred Stock, the number of directors was increased to five
directors at any time shares of Series B Preferred Stock are outstanding, and
the holders of the Series B Preferred Stock were given the right to elect four
such directors. As a result, at any time shares of Series B Preferred Stock are
outstanding, the holders of the Company's 43,544,444 shares of Common Stock,
(collectively with holders of the Series B Preferred Stock) would elect the one
other director. We believe that the director's issuance of such stock to
themselves in the face of a proposed consent solicitation demonstrates the
directors' lack of good judgment, their willingness to enrich themselves at the
expense of stockholders and their disregard for their fiduciary duties.

On January 18, 2002, after our Proponent Group and other stockholders
had expressed concerns about the legality of the issuance of shares of Series B
Preferred Stock, the Company announced that the four shares of Series B
Preferred Stock that had been issued to the directors had been converted into
four shares of Common Stock. As a result of such conversion, there are, to our
knowledge, no shares of Series B Preferred Stock outstanding, and, we believe
that the holders of the Common Stock presently have the ability to elect and
remove all the directors of the Company. Nevertheless, we believe the current
directors showed poor judgement in issuing to themselves shares of Preferred
Stock entitling them to elect 80% of the directors, and, because 16 shares of
Series B Preferred Stock and one share of Series C Preferred Stock are still
authorized but have not been issued or converted, the directors could again
issue themselves preferred stock entitling them to elect a majority of directors
of the Company if they feel that their tenure in office is threatened or for any
other reason.

Cash Flow and Other Financial Problems
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In the Balance Sheets included in the Company's Quarterly Report on
Form 10-Q/A for the quarter ended September 30, 2001 (the "Most Recent 10-Q"),
the Company reported negative working capital (calculated by subtracting current
liabilities from current assets) in excess of $4,600,000. The Company's working
capital has become worse under existing management. Specifically, the Selected
Financial Data (the "Selected Financial Data") included as Item 6 in the
Company's Annual Report on Form 10-K for the Year Ended June 30, 2001 (the "2001
Annual Report") indicate that the working capital has steadily declined from a
positive $3,624,308 in 1997 to a negative $4,186,008 in 2001. In our view,
replacement of the board of directors and management with a team that has the
experience and know-how to increase the bottom line is essential to the future
of the Company.

Focus on Collateral Matters
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It is our opinion that, instead of focusing their attention on running
the core business of the Company, current management has spent its scarce
resources and energy on a costly and fruitless investigation. For example,
during fiscal 2000, the Company spent scarce working capital in order to hire a
Los Angeles law firm to conduct a special investigation into allegations that
(a) James Egide (who is a member of the Proponent Group) was part of a group
that acquired 75% of Databank St. Kitts International Ltd. ("Databank") prior to
the Company's acquisition of Databank in 1999 and (b) Mr. Egide had not
disclosed his interest in Databank to the Company in connection with such
acquisition. Based on Company disclosures to that effect, it is our
understanding that the investigation was commenced following allegations of
wrongdoing from a stockholder of the Company; however, we have no first-hand
information regarding the source of such allegations.

Based on information provided by Mr. Egide, our understanding is as
follows: In late 1998, Mr. Egide and Mr. Arthur Sharpe identified an opportunity
to purchase 75% of the outstanding capital stock of Databank for a total of
$6,200,000 in cash and marketable securities from its only listed shareholder,
Don Marshall. Mr. Egide informally discussed the opportunity with fellow
directors of the Company, who we believe concluded that the Company did not have
the cash necessary to make the purchase. Following such discussions, Mr. Egide
and Mr. Sharpe recommended the purchase of such Databank shares to some of their
contacts, including members of Mr. Egide's family. Such contacts (the "Databank
Investor Group") subsequently consummated a purchase of the Databank shares for
$6,200,000 in cash and marketable securities. Later, at a time when we believe
the board of directors knew that the Databank Investor Group had purchased a
majority interest in Databank, the Company's board of directors approved a
letter of intent under which

the Company was to purchase all outstanding shares of Databank in exchange for
16,600,000 shares of Common Stock at closing and an additional 13,066,000 shares
if certain performance criteria were satisfied. A definitive agreement effecting
such acquisition was subsequently approved by the board of directors and
stockholders of the Company. We believe a significant distinction between the
purchase of the Databank shares by the Databank Investor Group in January 1999
and the Company's acquisition of Databank in October 1999 was the willingness
and ability of the Databank Investor Group to provide cash and marketable
securities to acquire their shares of Databank, whereas the Company was unable
to pay cash for the Databank acquisition. In the initial Databank transaction,
Mr. Marshall insisted that the purchase price be paid in cash and marketable
securities. Ultimately, when the Company completed the Databank acquisition, the
Databank Investor Group received restricted shares of Common Stock (and accepted
the risks associated therewith), rather than cash or other liquid assets.

The Proponent Group is committed to investigating and pursuing any
persons who defraud or otherwise wrongfully injure the Company. Nevertheless,
the Proponent Group does not believe the Company can afford to waste precious
cash resources on a veritable "witch hunt" rather than taking the steps
necessary to build an efficient, profitable business. It is our understanding
that the law firm that conducted the costly investigation into allegations
against Mr. Egide could not draw any conclusions regarding wrongdoing. According
to Management's Discussion and Analysis of Financial Condition and Results of
Operations (the "2001 MD&A") in the 2001 Annual Report, the investigation
commissioned by existing management concluded that "the results of the
investigation were inconclusive." Nevertheless, the Company continues to include
a discussion of allegations against Mr. Egide in its filings with the SEC,
including the 2001 Annual Report, the Most Recent 10-Q and, the Preliminary
Proxy Statement dated November 23, 2001 (the "Company's Preliminary Proxy"),
while omitting information that may refute allegations against Mr. Egide or
indicate wrongdoing by others. This suggests to the Proponent Group that
management of the Company is inappropriately focused on discrediting Mr. Egide.
The Proponent Group desires to see the Company's limited resources, and the time
and mental energy of management, focused on what the Proponent Group believes
are more important matters, such as the business and operations of the Company.

Incomplete and Unwise Settlement Decisions
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Pursuant to a registration rights agreement executed in connection with
the Databank acquisition, the Company agreed to register under the Securities
Act of 1933, as amended (the "Securities Act"), 1,200,000 of the 16,600,000
shares of Common Stock issued at closing, in quarterly installments through
2001. Such registration statement was never filed. Although the circumstances
surrounding the Company's failure to file the registration statement are in
dispute, the Proponent Group believes that the decision not to file the
registration statement was made by the General Counsel of the Company,
notwithstanding her receipt of express directions to prepare and file it from
various senior officers of the Company, including Mr. Egide.

Under the heading "Legal Proceedings" in the 2001 Annual Report, the
Company revealed that on October 16, 2001, it entered into a settlement
agreement with a "shareholder" regarding the Company's failure to register
shares of Common Stock. According to the description of the settlement agreement
in the 2001 Annual Report, the Company agreed to issue to the "shareholder"
3,500,000 shares of Common Stock and an $800,000 note, and entered into a
confession of judgment in an amount "substantially in excess of the principal
amount of the note," in exchange for a waiver of claims related to the Company's
failure to register under the Securities Act the re-sale of the shares of Common
Stock received in the Databank transaction. Members of the Proponent Group
believe this "shareholder" is Don Marshall, who was President of the Company at
the time the Databank transaction closed and thereafter until he resigned during
2001. The Proponent Group's belief is based upon, among other things, the fact
that the stockholders list provided by the Company shows Mr. Marshall as having
been issued a certificate for 3,500,000 shares of Common Stock and a statement
by a director of the Company in late summer of 2001 to the effect that the
Company was in the final stage of completing a settlement with Mr. Marshall.

In order to understand the terms and evaluate the propriety of the
settlement with the "shareholder," a member of the Proponent Group requested a
copy of the settlement agreement from the Company. Notwithstanding the fact that
Delaware law requires a corporation to provide its stockholders with copies of
books and records upon a proper request, the Company declined to provide a copy
of the agreement, stating through counsel that the purpose of wanting to

understand and evaluate the settlement was not a proper purpose for inspecting
the documents. It is the understanding of the Proponent Group that reporting
companies such as DCTI are required to file with the SEC all material
agreements, in order that stockholders and the financial community may review
their contents. To our knowledge, current management has not filed the
settlement agreement with the SEC despite our counsel's request that they do so.
Management's failure to file the settlement agreement suggests that management
is attempting to hide the terms of the settlement from the Company's
stockholders, or is derelict in fulfilling its filing obligations, or both.

To the extent we have information about it, we question the wisdom of
this settlement. Mr. Marshall was the President of the Company at the time the
Company failed to file the registration statement in question and was seemingly
at least partially responsible for ensuring that the registration statement in
question was filed. Moreover, the Proponent Group believes that the settlement
agreement with Mr. Marshall leaves unsettled potential claims of other
stockholders who claim to have registration rights, which if settled on
comparable terms would lead to the issuance of an additional 10,500,000 shares
of Common Stock and an additional $2,400,000 note. Also, as part of the
settlement, Mr. Marshall granted a proxy to vote the 3,500,000 newly-issued
shares of Common Stock to James Condon, the current Chairman of the Board. We do
not understand how a proxy granted to Mr. Condon personally (rather than the
Company) benefits the stockholders, but observe that such proxy has the effect
of entrenching current management. Although we do not possess enough information
to determine if the Nominees can unwind the settlement approved by existing
management, the Nominees are committed to approving only such agreements as
settle the claims of all stockholders who claim to have had registration rights
(rather than only one of approximately 30) and only if such agreements are in
the best interest of all Company stockholders - not just a former member of
management.

As discussed in "Certain Relationships and Related Transactions" on
page 11 hereof, two members of the Proponent Group and one of the Nominees are
among the group of shareholders who could claim that the Company failed to honor
registration rights in connection with the Databank transaction or the Company's
acquisition of SB.Com, Inc. In addition, C.R. Fedrick and William Isetta, two
members of the Proponent Group, as well as Chad Evans and Stanton Jones, two
parties to the Joint Filing and Consent Agreement who are no longer members of
the Proponent Group, are beneficiaries of registration rights agreements under
which they believe the Company has failed to perform. Such persons have not
formally commenced any legal actions against the Company but are considering
commencing lawsuits.

We believe that the Nominees would act in the best interest of the
Company in approving any future settlements but note that, as a result of their
relationship with the Proponent Group or direct interest, the Nominees would
have a conflict of interest in approving any settlement with themselves, and may
have a conflict of interest if asked to consider any proposed future settlement
with members of the Proponent Group. To date, there have been no discussions
among the Proponent Group and/or the Nominees regarding a specific settlement
proposal.

The Interests of Current Management Are Not Aligned With the Holders of the
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Common Stock.
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According to the Company's Preliminary Proxy, the current board of
directors and executive officers of the Company collectively own only 20,000
shares of Common Stock, representing less than .1% of the outstanding shares of
Common Stock. Moreover, as might be expected from a board of directors with
little ownership interest in the Company, the board of directors recently
granted itself additional options and dramatically repriced old options such
that the directors now hold options to purchase 1,993,077 shares of Common Stock
at an exercise price of $.09 per share. Furthermore, it is our understanding
that none of the current directors has ever been elected by the Company's
stockholders. Each of the directors was appointed by other directors, and once
they appointed each other, they have failed to call an annual meeting of
stockholders for more than two years. We believe that, given their lack of
personal investment in the Company and their unwillingness to permit
stockholders to exercise a voice in the management of the Company, it appears
that the interests of the current officers and directors are not adequately
aligned with those of stockholders (as further indicated by actions such as the
settlement with Mr. Marshall described above). The Proponent Group and Nominees
collectively own 7,448,326 shares, or approximately 17% of the outstanding
shares of Common Stock. The Nominees alone own 2,576,076 shares of Common Stock,
or approximately 5.7% of the outstanding shares of Common Stock. Given their
personal stake in the long-term success of the Company, we expect the Nominees
to have the proper incentive to act in the best interests of holders of the
Common Stock.

Reduction in Market Price of Common Stock
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Current management and their immediate predecessors took control of the
Company during the summer of 2000. During the six completed quarters since June
30, 2000, the market price of the Common Stock has fallen from a high of $9.13
during the quarter ended September 30, 2000 to a low of $.06 during the most
recent fiscal quarter. The last reported sale of the Common Stock on the OTC
Pink Sheets on _________________ was $[.___] per share. Such decline in the
market price of the Common Stock partially reflects general economic trends, but
we believe that much of such decline is attributable to the failure of current
management to effectively and intelligently manage the business of the Company.

Certain Information Regarding Each of the Nominees

The Nominees are R.J. Pittman, James L. Thompson and Allan J. Grosh.
The following paragraphs set forth certain information about each of the
Nominees and relationships the nominee had or has with the Company:

R.J. PITTMAN, 31, has been the Chief Executive Officer of Groxis, Inc.,
a recently organized research software company, since April 2001 and has been
the Chief Executive Officer of Venture Factory, Inc., a venture capital and
management firm, since June 1999. From April 1999 to January 2000, Mr. Pittman
was a Vice President of the Company; from August 1998 to March 1999, Mr. Pittman
was the Chief Executive Officer and a director of the Company, and from June
1996 to April 1998, Mr. Pittman was the Chief Executive Officer of Digital
Courier International, Inc., a privately-held predecessor-in-interest to the
Company. Mr. Pittman was Vice President of Software Development at Paradigm
Systems Corporation, a private financial services company, from January 1994 to
October 1995, and Chief Executive Officer of Broadway Technologies Group, Inc.,
a software and technology consulting firm, from June 1993 to January 1994. Mr.
Pittman owns 1,076,076 shares of Common Stock, which he acquired directly from
the Company in exchange for his interest in Digital Courier International, Inc.
when the Company acquired that entity in 1998.

JAMES L. THOMPSON, 53, is currently President of Transdough, Inc., a
Florida corporation engaged in consulting for startup e-commerce ventures. Mr.
Thompson worked for the Company as Vice President from June 1999 to June 2000
and then again as Vice President of Marketing and Merchant Accounts from
September 2000 to August 2001. Prior to joining the Company, from June 1997 to
June 1999, Mr. Thompson formed and was Secretary/Treasurer and Managing Partner
of SB.com, Inc., a credit card processing company that was acquired by the
Company in June 1999. Prior to forming SB.com, Mr. Thompson was a partner in
Superior Bankcard of Tampa Bay, an agent office of Superior Bankcard Services
and was a partner of Worldwide Card Acceptance, a registered ISO and registered
agent office for various processing credit card processing banks.

Mr. Thompson owns 1,400,000 shares Common Stock, most of which he
acquired from the Company in exchange for his interest in SB.com, Inc. when the
Company acquired that entity. Mr. Thompson has filed a lawsuit against the
Company alleging that the Company failed to honor certain registration rights.
The Company has filed a counterclaim against Mr. Thompson seeking $500,000 plus
interest and additional damages for an alleged breach of a promissory notes that
Mr. Thompson intended to repay with the proceeds from the resale of his
registered shares of Common Stock. Mr. Thompson denies any liability under the
promissory notes as a result of the Company's default on its registration
obligations. Potential conflicts of interest could arise if Mr. Thompson is
elected to the board of directors and the board of directors subsequently
considers a proposed settlement with Mr. Thompson or evaluates its counterclaims
against Mr. Thompson.

ALLAN J. GROSH, 60, is presently the Chief Executive Officer of
BridgeWorks, a private company engaged in publications, keynote presentations
and web-based training, and has been associated with BridgeWorks since 1997. For
a brief period during 1999, Mr. Grosh served as the Chief Operating Officer and
a director of the Company. From January 1998 to July 1999, Mr. Grosh was a
principal at Dion Durrel + Associates, Inc, a risk management consulting firm.
Mr. Grosh is also the founder of Venture Mentor, where is works with companies
at various stages on strategic planning, financial planning and business plan
implementation.

The Proponents' Program

We believe that the Nominees will manage the business and affairs of
the Company in a manner that they believe would be in the best interests of all
stockholders, not just current and former management. Although no assurance can
be given that the election of the Nominees will maximize or otherwise enhance
stockholder value, certain specific items the Nominees have indicated an intent
to pursue, subject to their fiduciary duties, include the following:

. The Nominees believe that pending and threatened litigation,
investigations and associated costs are presently consuming an
inordinate amount of the Company's resources, and are inhibiting
the Company's ability to expand its business and raise necessary
capital. Accordingly, the Nominees plan to move quickly in order
to settle pending and threatened litigation against the Company in
a manner that is appropriate, fair and equitable to all affected
parties, including the Company's stockholders.

. The Nominees plan to focus on achieving month-to-month operational
profitability in the short run. The Nominees believe that, even
without an increase in revenues, the Company could be profitable
if it were structured and operated appropriately. The Nominees
plan to carefully review the business and operations of the
Company and, as appropriate, design and effect a short-run
restructuring program in order to reduce costs and achieve
profitability. The Nominees expect that, if the Company becomes
profitable and efficient, its ability to sell its services and
increase its revenues will also be enhanced.

. In the longer run, the Nominees plan to continue to seek for ways
to make the Company more efficient and also to evaluate the
various businesses and segments of the Company in order to
determine whether stockholder value could be increased by selling
all or part of the Company's assets. The Nominees have not
identified any specific acquisition partners or transactions or
any assets that they would intend to sell, but believe that
focusing on the Company's core competence is essential for the
long-term success of the Company.

The objectives identified above are not based upon any formal analyses
of the Company, and the Nominees have not developed specific plans for achieving
the general objectives identified above. In fact, although the Proponent Group
has requested certain basic corporate information, such as copies of minutes of
meetings held by the Company's board of directors, management has refused to
provide such information.

The Proponent Group believes management's refusal to provide such
information is contrary to the requirements of the Corporate Code. Section 220
of the Corporate Code requires a Delaware corporation to make available, within
5 days of receiving a demand under oath, its list of stockholders and other
books and records to any stockholder that submits a demand under oath
identifying a proper purpose reasonably related to such person's interest as a
stockholder. A member of the Proponent Group submitted demands under oath on
December 7, 2001 and on January 9, 2002 requesting copies of a stockholders list
and all documents and board minutes related to the Company's recent settlement
agreement, the issuance of the Series B Preferred Stock and the Databank
transaction and subsequent failure to file a registration statement, but, as of
the date of this Consent Statement, has received only one of the stockholders
lists requested, and has received none of the other records. The Proponent Group
also believes that management's refusal to provide the requested information
reflects management's inclination to pursue their personal interests, even to
the detriment of the Company's stockholders.

Any analyses or specific plans for pursuing the Nominees' objectives
will be created if and when the Nominees are elected and have access to internal
Company information. Furthermore, the Nominees' plans could change if they are
elected, in part because of their fiduciary duty to stockholders. The
stockholders will have an opportunity to consider and vote on the plans and
proposals of the Nominees to the extent governing law requires stockholder
approval for a specific plan or proposal. In general, governing laws require
that stockholders approve a proposal only if it involves a merger or asset sale
in which substantially all of the business and assets of the Company are
transferred to a new entity or an acquisition by merger using shares of Common
Stock if the newly issued shares equal 20% of more of the number of outstanding
shares of Common Stock prior to the transaction.

The Proponent Group has not discussed any specific plans or recourse if
the Proponent Group is unsuccessful in obtaining a sufficient number of votes to
remove the current directors and elect the Nominees to the board of directors.
Although it is possible that all or part of the Proponent Group may make
subsequent attempts to remove the current directors and elect their nominees to
the board of directors, the Proponent Group has not discussed or considered such
a plan. Under the written agreement among members of the Proponent Group, the
Proponent Group will automatically dissolve upon the abandonment of the Consent
solicitation process described herein. At such point, each member of the
Proponent Group would be free to pursue whatever recourse he believes is most
appropriate.

THE PROPOSALS

This Consent Statement and accompanying form of Consent are being
furnished to the holders of the Common Stock in connection with the Proponent
Group's solicitation from such holders of written Consents to take the following
actions by written consent without a stockholders meeting, as permitted by the
Corporate Code:

Proposal 1: Remove All Current Directors of the Company

Proposal 1, the Removal Proposal, is worded as follows:

RESOLVED, that, all of the directors of the Company be, and hereby are,
removed without cause as directors of Digital Courier Technologies,
Inc. effective as of the Effective Date; provided, however, if the
issuance of all shares of Series B Preferred Stock and Series C
Preferred Stock is not repealed prior to the Effective Date or declared
null or void, it is resolved that all directors of the Company not
elected solely by holders of the Series B Preferred Stock or Series C
Preferred Stock be removed without cause as directors of Digital
Courier Technologies, Inc.

Assuming the Company does not again issue shares of Series B Preferred
Stock or issue the share of Series C Preferred Stock, the effect of the Removal
Proposal would be to remove, without cause, all of the directors of the Company
as of the effective date of the Consents (the "Effective Date"). The Effective
Date will be the date that Consents signed by persons holding a majority of the
issued and outstanding shares of Common Stock have been delivered to the
Company. According to the Company's Preliminary Proxy, the directors of the
Company are James J. Condon, John Hanlon, Becky Takeda and Evan M. Levine. The
Proponent Group's reasons for desiring to remove the entire board of directors
and replace them with their own designees are set forth in the section entitled
"Reasons for the Consent Statement" beginning on page 2 hereof.

Proposal Number 2: Election of New Directors

Proposal Number 2, the Election Proposal, is worded as follows:

RESOLVED that the following persons be, and hereby are, elected
immediately following the effectiveness of Proposal 1 set forth above
as directors of Digital Courier Technologies, Inc. to serve until their
successors are duly elected and qualified:

R.J. Pittman
Allan Grosh
James L. Thompson;

provided, however, in the event that the issuance of the Series B
Preferred Stock and Series C Preferred Stock is not repealed before the
Effective Date or declared null and void, it is resolved that R.J.
Pittman be elected as of the Effective Date as a director of Digital
Courier Technologies, Inc.

We believe that adopting the Election Proposal will elect the Nominees
as directors of the Company to fill director seats left vacant as a result of
the Removal Proposal. Each of the three Nominees named above has consented

to being named herein to serve as a director, if elected. Although the Proponent
Group has no reason to believe that any of the Nominees will be unable or
unwilling to serve as a director, it is anticipated that if any of the Nominees
is not available for election, the remaining Nominees will vote for the election
of a replacement proposed by the Proponent Group. The Proponent Group's reasons
for desiring to remove the entire board of directors and replace them with the
Nominees are set forth in the section entitled "Reasons for the Consent
Statement" beginning on page 2 hereof.

If shares of Series B Preferred Stock or Series C Preferred Stock are
outstanding on the date consents approving the Election Proposal are delivered
to the Company (and the issuance of such shares has not been declared void),
adoption of the Election Proposal will elect only one of the Nominees, R.J.
Pittman, to the board of directors.

Joint Filing and Consent Agreement

The members of the Proponent Group, together with Stanton Jones and
Chad Evans who are no longer members of the Proponent Group, have entered into a
Joint Filing and Consent Agreement dated as of the 30th day of November, 2001.
Pursuant to such agreement, each member of the Proponent Group has agreed, among
other things, (a) to jointly file and update reports pursuant to Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended ("Section 13
Reports"), and (b) to vote, and grant James A. Egide a proxy to vote, all of
their shares of Common Stock in favor of the Consent and resolutions that are
similar to or would facilitate approval of the Consent. The Joint Filing and
Consent Agreement expires upon the earliest to occur of (x) the date the Consent
becomes effective, (y) June 30, 2002 and (z) the date the Consent Agreement is
terminated by all parties thereto.

Certain Relationships And Related Transactions

James L. Thompson, who is a Nominee and a member of the Proponent
Group, and Ken Nagel, who is a member of the Proponent Group, acquired shares of
Common Stock as part of an acquisition transaction with the Company. Messrs.
Thompson and Nagel are among a group of shareholders who believe that the
Company granted, and then failed to honor, registration rights. Messrs. Thompson
and Nagel have filed a lawsuit against the Company to seek redress for the
alleged failure of the Company to honor their registration rights. C.R. Fedrick
and William Isetta, two other members of the Proponent Group, are beneficiaries
of registration rights agreements under which they believe the Company has
failed to perform. Such persons have not formally commenced any legal actions
against the Company but have made informal claims and are considering commencing
lawsuits.

The Company has filed counterclaims against each of Mr. Thompson and
Mr. Nagel seeking $500,000 plus interest and additional damages for alleged
breaches of promissory notes that Messrs. Thompson and Nagel intended to repay
with the proceeds from the resale of their registered shares of Common Stock and
seeking $3,800,000 against Mr. Nagel for alleged wrongful approval of merchant
applications while Mr. Nagel was an employee of the Company. Messrs. Thompson
and Nagel deny any liability under the promissory notes as a result of the
Company's default on its registration obligations, and Mr. Nagel denies any
allegations of wrongful approval of merchant applications. Of the three merchant
applications in question in the counterclaims, Mr. Nagel believes that one was
approved after Mr. Nagel was no longer employed with the Company, one was a part
of a portfolio of merchant accounts that the Company obtained when it purchased
Access Services, Inc. (with which Mr. Nagel had no prior affiliation) and the
third was approved by the President of Access Services, Inc. at a time when the
operations of Access Services had not yet been consolidated with the Company's
Florida operations and such President was the person authorized to approved
merchant accounts for Access Services.

Interests of Certain Persons in Matters to Be Acted Upon

None.

Security Ownership of Proponent Group, Nominees, Management and Certain
Stockholders

The following table sets forth information with respect to the
beneficial ownership of shares of the Common Stock as of January 1, 2002 by (i)
each member of the Proponent Group, (ii) each Nominee, (iii) each of the current

directors and executive officers of the Company, (iv) each person known by the
Proponent Group to be the beneficial owner of more than 5% of the Common Stock,
and (v) by all existing directors and officers as a group. All information with
respect to persons included only in (iii), (iv) and (v) above is based solely
upon publicly available filings of the Company and such persons as of January 1,
2002, and the members of the Proponent Group make no representation that such
information is current or accurate. Unless otherwise noted, each person named
has sole voting and investment power with respect to the shares indicated.

Beneficial Ownership
Name and Address of Beneficial Owner As of January 1, 2002 (1)
-------------------------------------------------
Number of shares of
Common Stock Percentage of Class(2)
------------------------- ------------------------

Proponent Group

C.R. Fedrick 1,497,000* 3.4%*
P.O. Box 688
Novato, California 94948

James L. Thompson (Nominee) 1,400,000* 3.2%*
100 Beach Drive, NE, Suite 1502
St. Petersburg, Florida 33701

James A. Egide 1,399,000* 3.2%*
313 Elks Point Road
Zephyr Cove, Nevada 89448

Ken Nagel 1,325,000* 3.0%*
1756 Arabian Lane
Palm Harbor, Florida 34685

R.J. Pittman (Nominee) 1,076,076* 2.4%*
20 Alexander Avenue
Sausalito, CA 94965

William Isetta as Trustee for 651,250* 1.4%
Anne Marie Egide Judice Endowment
400 Bel Marin Keys Boulevard
Novato, CA 44949

Nominees (if not included in Proponent Group)

Allan J. Grosh 100,000 **

Officers and Directors

Becky Takeda (Vice President Business Development; 344,000/(3)/ **
Director)

John J. Hanlon (President, Chief Financial Officer and 278,074/(4)/ **
Director)

James J. Condon (Chairman of the Board) 50,000/(5)/ **

Evan M. Levine (Director) 50,000/(6)/ **

Principal Holders of Common Stock (other than as included in
Proponent Group)

Nautilus Management 5,481,250/(7)/ 12.6%
c/o DCTI
348 East 6400 South, Suite 200
Salt Lake City, Utah 84107

Brown Simpson Partners I / Brown Simpson Asset 4,312,568/(8)/ 9.9%
Management
C/o Walkers Attorney-at-Law
P.O. Box 265GT, Walker House
Mary Street, George Town
Grand Cayman, Cayman Islands

Amathus Holdings 2,200,000 5%
Upper Ground Floor, Rockwood House
Haywards Heath, 9-17 Perrymount Road
West Sussex, England RH16 3TW

Transaction Systems Architects, Inc. 2,250,000 5.1%
224 South 108/th/ Avenue
Suite 7
Omaha, Nebraska 68154

All officers and directors as a group (8 persons) 932,050/(9)/ 2.1%

* Represents shares of Common Stock beneficially owned by such person separate
from his participation in the Proponent Group. All members of the Proponent
Group are deemed to be beneficial owners of 9,304,326 shares of Common Stock,
which represents the sum of the 7,348,326 shares of Common Stock owned by all
members of the Proponent Group and 1,956,000 shares of Common owned by two
individuals who are parties to a Joint Filing and Consent Agreement with the
Proponent Group but are no longer members of the Proponent Group.

** Indicates the ownership of less than 1% of the outstanding Common Stock.

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

(1) Information with respect to beneficial ownership as a percentage of the
class for each person holding options, warrants or other rights exercisable
within 60 days of January 1, 2002 has been calculated as though shares of Common
Stock subject to such options were outstanding, but such shares have not been
deemed outstanding for the purpose of calculating the percentage of the class
owned by any other person. With respect to persons other than members of the
Proponent Group and Nominees, the information is based upon publicly available
filings by the Company as of January 1, 2002. We can provide no assurance that
such information is current or accurate.

(2) The percentage indicated represents the number of shares of Common Stock,
warrants and options exercisable within 60 days of January 1, 2002 held by the
indicated person divided by the sum of (a) the number of shares subject to
options exercisable by such stockholder within 60 days and (b) 43,544,444, which
is, based upon publicly available information, the number of shares of Common
Stock issued and outstanding as of November 1, 2001.

(3) Includes 344,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of

January 1, 2002. Does not include 456,000 shares of Common Stock that may not be
exercised within 60 days of January 1, 2002.

(4) Includes 283,704 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of January 1, 2002. Does not include 585,003
shares of Common Stock that may not be exercised within 60 days of January 1,
2002. Although the information set forth in the foregoing table regarding Mr.
Hanlon's Common Stock ownership and the information set forth in this footnote
are inconsistent, the information is provided as set forth in the Company's
Preliminary Proxy. The Proponent Group can provide no assurance that such
information is accurate.

(5) Includes 50,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of January 1, 2002. Does not include 125,000
shares of Common Stock that may not be exercised within 60 days of January 1,
2002.

(6) Includes 50,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of January 1, 2002. Does not include 125,000
shares of Common Stock that may not be exercised within 60 days of January 1,
2002.

(7) Includes 3,500,000 shares of Common Stock whose voting rights are assigned
to James J. Condon, current Chairman of the Board, for a period extending
through June 30, 2004.

(8) Includes 4,312,568 shares of Common Stock issuable upon the conversion of
the 360 shares of Series A Preferred Stock convertible within 60 days of January
1, 2002 or upon the exercise of warrants exercisable within 60 days of January
1, 2002. Such information is included in reliance upon the most recent amendment
to the Schedule 13G filed with the SEC by such entities. The Proponent Group can
provide no assurance that such information is accurate.

(9) Includes 702,074 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of January 1, 2002. Includes only shares of
Common Stock reported as being beneficially owned by officers and directors of
the Company in the Company's Preliminary Proxy. The Proponent Group can provide
no assurance that such information is accurate.

Recent Issuance of Series D Preferred Stock

On February 4, 2002, the Company announced on January 22, 2002, it entered
into an agreement with Brown Simpson Partners I, Ltd. ("Brown Simpson"), under
which, in exchange for the Company's issuance of 360 shares of Series D
Preferred Stock, Brown Simpson agreed (a) to surrender all shares of Series A
Preferred Stock of the Company, all warrants to purchase shares of capital stock
of the Company, and all registration, anti-dilution or participation rights
Brown Simpson may have with respect to the Company's capital stock previously
issued to Brown Simpson, and (b) to release the Company from any liability
arising from claims it has asserted against the Company in connection with the
acquisition of DataBank International Ltd. and the delisting of the Company's
Common Stock by Nasdaq. According to the Company's press release, each share of
Series D Preferred Stock issued to Brown Simpson has a stated value of $10,000,
and is convertible into 33,333 shares of Common Stock, although Brown Simpson
cannot exercise any conversion right until May 31, 2002. The Proponent Group is
in the process of seeking to obtain additional information about the issuance of
the Series D Preferred Stock to Brown Simpson and the effect it may have on the
Company and the Proponent Group's solicitation of Consents.

Legal Proceedings

On January 7, 2002, the Company filed, and on January 18, 2002, the Company
served on various members of the Proponent Group, a Complaint in United Stated
District Court in the North District of California (the "Complaint"). The
Complaint alleges that Amendment No. 1 to Schedule 14A filed by the Proponent
Group with the SEC on December 27, 2001 is false and misleading and seeks an
order prohibiting the defendants from soliciting consent statements, voting any
shares pursuant to any consent statements and exercising any voting rights
pertaining to consent statements acquired by them unless and until a revised
consent statement that does not contain false and misleading statements is filed
and disseminated. The Proponent Group does not believe that the Complaint has
merit and believes that the Complaint is just another example of current
management expending Company resources in order to limit the voting rights of
the holders of the Common Stock in order to extend its tenure in office.

See "Certain Relationships and Related Transactions" beginning on page 11.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, as well as persons who
beneficially own more than ten percent of the Common Stock, to file initial
reports of ownership and reports of changes in ownership with the SEC. Based
solely on a review of the copies of such forms obtained by the Proponent Group
from the SEC, the Company believes that that there were no forms filed
delinquently or not filed during the most recent fiscal year or prior years (to
the extent not previously disclosed) by any of the Nominees who previously
worked for the Company and had a filing obligation.

CONSENT PROCEDURES

What Corporate Documents and Provisions of Law Govern the Removal and
Replacement of Directors and the Use of a Written Consent

With respect to the removal of directors, Section 141(k) of the Corporate
Code provides that, unless the directors have staggered terms or the corporation
has cumulative voting, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. The Company's directors do not
have staggered terms, and neither the certificate of incorporation of the
Company, as amended and restated to date (the "Certificate"), nor the Bylaws of
the Company provide for cumulative voting. Article IX of the Certificate
provides that a director may be removed for cause at an annual or special
meeting by the same vote as that required to elect a director provided that
certain procedures are complied with. The Proponent Group believes that Article
IX applies only to removal for cause (and we propose to remove the incumbent
directors without cause) and, in light of its use of the permissive word "may,"
does not exclude other methods of removing directors. Moreover, even if Article
IX purports to provide the exclusive means for removing directors, the Proponent
Group believes that the provisions of Section 141(k) of the Corporate Code,
which clearly authorize removal without cause and without following the
procedures outlined in Article IX of the Certificate, govern the removal of the
Company's directors.

With respect to the use of written consents, Section 228 of the Corporate
Code provides as follows:

Unless otherwise provided in the certificate of incorporation,
any actions required by this chapter to be taken at an annual or
special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of
stockholders, may be taken without a meeting, without prior
notice or without a vote, if a consent or consents in writing
setting forth the action to be taken, shall be signed by the
holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted.

The Certificate does not limit or prohibit the use of written consents. Article
II, Section 13 of the Company's Bylaws permits stockholder action by written
consent. Accordingly, the Proponent Group believes that written Consents in the
form enclosed signed by the holders of a majority of the outstanding Common
Stock (and, if issued, the Series B Preferred Stock and Series C Preferred Stock
voting with the Common Stock as a class) will be sufficient to remove and elect
the number of directors identified in the succeeding section.

How many Directors Will Be Removed and Elected as a Result of the Consent?

To our knowledge, there are presently no shares of Series B Preferred Stock
or Series C Preferred Stock issued and outstanding. Assuming that no shares of
Series B Preferred Stock or Series C Preferred Stock are outstanding on the date
Consents from a majority of the holders of the Common Stock are tendered to the
Company, we believe that the effect of tendering Consents signed by the holders
of a majority of the Common Stock will be to remove from office all persons
serving as directors of the Company as of the Effective Date and to replace them
with the three Nominees.

If the Company again issues shares of Series B Preferred Stock before the
date that Consents from a majority of the holders of the Common Stock are
tendered to the Company, and such shares remain outstanding through such date
and are not declared null or void, we believe that the effect of tendering
Consents signed by the holders of a majority of the Common Stock will be to
remove from office only persons elected by the holders of the Common Stock and
to elect only one of the Nominees, R.J. Pittman. Under such circumstances, the
holders of the Series B Preferred Stock would have the right to elect four
directors and the holder of the Series C Preferred Stock would have the right to
elect two directors.

Who is Entitled to Sign and Deliver a Consent?

Consents may be executed by holders of Common Stock of record at the
close of business on the Record Date. All holders of Common Stock at the close
of business on the Record Date have the right to consent to the Proposals, even
if they have disposed of their shares of Common Stock after the Record Date. If
at any time the Proponent Group receives valid and unrevoked Consents
representing a majority of the total voting power of the outstanding shares of
Common Stock as of the Record Date and approving the Proposals, the Proponent
Group will deliver the Consents to the Company. After the Proponent Group makes
that delivery, stockholders will be unable to revoke a Consent. The Proponent
Group or the Company will notify all stockholders who have not consented to the
actions at such time as the Proponent Group has been able to secure a sufficient
number of Consents to adopt the Proposals.

There are issued and outstanding approximately 360 shares of
Convertible Preferred Stock, Series A (the "Series A Preferred Stock"), of the
Company. With respect to the voting rights of holders of the Company's
outstanding Preferred Stock, the Certificate provides that, with certain
exceptions not applicable to the Proposals, "the Preferred Stock shall have no
voting right." Based on the foregoing, the Proponent Group believes that
Consents signed and delivered by holders of a majority of the total voting power
of the outstanding shares of Common Stock will be sufficient to approve the
Proposals and that the holders of the Preferred Stock do not have the right to
approve (or decline to approve) the Proposals.

To our knowledge, there are presently no shares of Series B Preferred
Stock or Series C Preferred Stock outstanding. Under the governing corporate
documents, if such shares are outstanding on any relevant date, the holders of
the Series B Preferred Stock and Series C Preferred Stock will be eligible to
vote on the Proposals.

What is the Record Date for the Consents?

The Record Date is January 17, 2002, which is the date on which a
Consent executed by a member of the Proponent Group was first delivered to the
Company. Under Section 213(b) of the Corporate Code, the Record Date is the
first date a signed Consent is delivered to the Company, unless the Board has
previously fixed a record date. To the knowledge of the Proponent Group, the
Board has not previously fixed a record date for this solicitations. Only
holders of record of Common Stock on the Record Date may execute a Consent.

How Many Shares Must Consent to the Proposals?

Consents signed by the holders of at least a majority of the total
voting power of the outstanding shares of Common Stock are required to adopt
Proposals 1 and 2. According to the Most Recent 10-Q, the number of shares of
Common Stock issued and outstanding on November 15, 2001 was 43,544,444. Based
on the foregoing, and assuming that from November 15, 2001 through the Record
Date, no additional shares of Common Stock were issued, 43,544,444 shares of
Common Stock were issued and outstanding on the Record Date, which shares
comprised the total voting power of the Company's outstanding stock with respect
to the Proposals.

Based on the foregoing assumptions, the number of votes required for a
majority of the total voting power of the outstanding shares of Common Stock
would be 21,772,223 shares of Common Stock. The actual number of votes required
will depend on the facts as they existed on the Record Date.

How many Consents Must the Proponent Group Receive?

Ken Nagel, a member of the Proponent Group who holds 1,325,000 shares
of Common Stock, has executed a Consent and delivered it to the Company. In
addition, it is expected that the other members of the Proponent Group, the
Nominee who is not a member of the Proponent Group and Chad Evans and Stanton
Jones (who own, in the aggregate, 1,956,000 shares of Common Stock) who have
signed a Joint Filing and Consent Agreement but are no longer members of the
Proponent Group, will execute Consents with respect to their shares of Common
Stock. Assuming that the other members of the Proponent Group, such Nominee and
Messrs. Evans and Jones execute Consents with respect to their shares of Common
Stock, and assuming that there were 43,544,444 shares of capital stock entitled
to vote on the

Proposals outstanding on the Record Date, the minimum number of additional
shares of Common Stock for which Consents in favor of the Proposals must be
received is 12,367,897. The actual number of votes necessary to effect the
Proposals will depend on the actual facts as they existed on the Record Date.

When Must I Return My Signed Consent?

The Proponent Group urges you to sign, date and return your Consent as
soon as possible. In order for the Proposals to be approved, the Proponent Group
must receive your signed Consent on or before March 17, 2002. If the Proponent
Group does not receive timely a Consent from you, it will be the same as a "no"
vote. The Proponent Group therefore, urges you to mark, sign, date and return
the enclosed Consent as soon as possible.

What Must I do to Consent and How do I Complete the form of Consent?

To participate in this Consent solicitation, you should mark the
"Consent," "Consent Withheld," or "Abstain" box, as applicable, underneath each
Proposal on the accompanying form of Consent. You must then sign, date and
return the form of Consent promptly in the enclosed postage-paid envelope. If
you execute and return the form of Consent but fail to check a box marked
"Consent," "Consent Withheld," or "Abstain" for any or all of the Proposals,
such Consent will be treated as a Consent to such Proposal or Proposals. You may
withhold consent to the removal of any incumbent director under Proposal 1, or
withhold consent to the election of any individual Nominee under Proposal 2, by
striking a line through such person's name in the appropriate space on the form
of Consent.

If your shares of Common Stock are held in the name of a brokerage
firm, bank nominee, or other institution, only that entity can execute a Consent
with respect to your shares of Common Stock. They will do so only upon receipt
of your specific instructions. Accordingly, you should contact the person
responsible for your account and instruct him or her to sign a Consent on your
behalf today.

The Proponent Group urges you to confirm in writing your instructions
to the person responsible for your account and provide a copy of those
instructions to the Proponent Group in care of James A. Egide at the address set
forth on the back cover of this Consent Statement so that the Proponent Group
will be aware of all instructions given and can attempt to ensure that such
instructions are followed.

Your Consent is important. Please mark, sign and date the enclosed form
of Consent and return it in the enclosed postage-paid envelope promptly. Failure
to timely return your Consent will have the same effect as voting against the
Proposals. If you have any questions or require any assistance in executing or
delivery your Consent, please contact James A. Egide at (415) 302-8621.

What Is The Effect Of My Not Executing A Consent And Not Authorizing The Record
Holder To Do So?

The Consents with respect to each Proposal will become effective only
when and if properly completed, signed and delivered to the Proponent Group (and
then to the Company) by the holders of record of a majority of the outstanding
shares of Common Stock on the Record Date. Because the receipt of Consents from
a majority of outstanding shares of Common Stock (as opposed to a lower
threshold such as more vote for than against) is required before the Proposals
will be approved, any abstentions, broker non-votes or other failures to execute
and timely return a Consent (or to cause a nominee holder to do the same) will
have the same effect as voting against the Proposals.

Can I Revoke My Consent?

You can revoke your Consent at any time before it becomes effective by
submitting a written, dated revocation of such Consent or a letter dated after
the date of such Consent covering the same shares of Common Stock. Your
revocation may be in any written form validly signed by the record holder and
should clearly state that the Consent previously given is no longer effective.
You must execute and deliver your revocation before the time that the action
authorized by the executed Consent is taken. You may deliver the revocation to
James A. Egide c/o Stoel Rives LLP, 201 South Main Street, Suite 1100, Salt Lake
City, Utah 84111.

When Will the Proposals Become Effective?

The Proposals will become effective when and if the Proponent Group has
received and delivered to the Company properly completed, unrevoked Consents
signed by the holders of record on the Record Date representing a majority of
the issued and outstanding Common Stock on the Record Date. No Consent will be
effective unless received by the Proponent Group on or before March 17, 2002. It
is the intent of the Proponent Group not to deliver the Consents to the Company
unless Consents sufficient to approve both of the Proposals have been received.
If both Proposals are not approved, none of the Proposals will be enacted even
though sufficient Consents may have been received to approve a particular
Proposal. The failure to execute and timely return a Consent will have the same
effect as voting against the Proposals.

Do I have Appraisal Rights?

You do not have dissenters' rights of appraisal as a result of this
solicitation of Consents or either of the Proposals.

COSTS AND METHOD OF SOLICITATION; REIMBURSEMENT OF COSTS

Written Consents may be solicited in person or by mail, advertisement,
telephone, facsimile or e-mail. Other than communications by e-mail to persons
with whom the Proponent Group has an existing relationship, the Proponent Group
does not intend to use the Internet to solicit proxies. The Proponent Group has
not retained a shareholders communication or public relations firm to solicit
Consents pursuant to this Consent Statement. Rather, any active solicitation
will be performed by the members of the Proponent Group and the Nominees.

Banks, brokerage houses and other custodians, nominees and fiduciaries
may be requested to forward the Proponent Group's solicitation materials to the
beneficial owners of the shares of Common Stock they hold of record, and the
Proponent Group will reimburse them for their reasonable out-of-pocket expenses.
If your shares of Common Stock are registered in your own name, you may mail or
fax your Consent to James A. Egide, c/o Stoel Rives LLP, 201 South Main Street,
Suite 1100, Salt Lake City, Utah 84111, facsimile (801) 578-6999.

The entire expense of preparing, assembling, printing and mailing this
Consent Statement and any other Consent soliciting materials and the cost of
soliciting Consents will be borne by the Proponent Group. If the Proposals are
approved, the Proponent Group will request reimbursement from the Company for
these expenses.

ADDITIONAL INFORMATION

If you have any questions regarding this Consent Statement or the
execution of a Consent, please contact James A. Egide at (415) 302-8621.

Majority Consent of Shareholders
Of Digital Courier Technologies, Inc.

This Consent is being solicited the Proponent Group
and not on behalf of the Company's Board of Directors.

First Consent Delivered to Company: January 17, 2002

Unless otherwise indicated below, the undersigned, a stockholder on January 17,
2002 (the "Record Date") of Digital Courier Technologies, Inc., a Delaware
corporation (the "Company"), hereby consents, pursuant to Section 228 of the
Delaware General Corporation Law, with respect to all shares of Common Stock,
$.0001 par value ("Common Stock"), of the Company held by the undersigned, to
each of the following actions without a meeting, without prior notice and
without a vote, effective as of the date (the "Effective Date") on which the
Company receives duly executed and unrevoked consents substantially in the form
of this Majority Consent of Shareholders from the holders of a majority of the
issued and outstanding shares of Common Stock on the Record Date:

PROPOSAL 1. RESOLVED, that all of the directors of the Company be, and
hereby are, removed without cause as directors of Digital Courier
Technologies, Inc. effective as of the Effective Date; provided,
however, if the issuance of all shares of Series B Preferred
Stock and Series C Preferred Stock of the Company is not repealed
prior to the Effective Date or declared null or void, it is
resolved that all directors of the Company not elected solely by
holders of the Series B Preferred Stock or Series C Preferred
Stock of the Company be removed without cause as directors of
Digital Courier Technologies, Inc.

[_] CONSENT [_] CONSENT WITHHELD [_] ABSTAIN

INSTRUCTIONS: To Consent, Withhold Consent or Abstain from consenting to the
removal of all of the directors of the Company, check the appropriate box above.
To the knowledge of the Proponent Group, the current directors of the Company
are James J. Condon, Becky Takeda, John Hanlon and Evan M. Levine. If you wish
to consent to removal of certain of the directors of the Company, but not all of
them, check the "consent" box above and write the name of each person you do not
wish removed in the following space: ___________________________________________
___________________________________.
If no box is marked above with respect to Proposal 1, the undersigned will be
deemed to consent to such Proposal, except that the undersigned will not be
deemed to consent to the removal of any incumbent director whose name is written
in the space provided immediately above.

[Proposal 2 and signature block are on the reverse side]

PROPOSAL 2. RESOLVED that the following persons be, and hereby are, elected
immediately following the effectiveness of Proposal 1 set forth
above, as directors of Digital Courier Technologies, Inc. to
serve until their successors are duly elected and qualified:

R.J. Pittman
Allan Grosh
James L. Thompson;

provided, however, in the event that the issuance of the Series B
Preferred Stock and Series C Preferred Stock of the Company is
not repealed before the Effective Date or declared null and void,
it is resolved that R.J. Pittman be elected as of the Effective
Date as a director of Digital Courier Technologies, Inc.

[_] CONSENT [_] CONSENT WITHHELD [_] ABSTAIN

INSTRUCTIONS: To Consent, Withhold Consent or Abstain from consenting to the
election of all of the above-named nominees for director, check the appropriate
box above. If you wish to consent to the election of certain of the above-named
nominees for director, but not all of them, check the "consent" box above and
cross out the name of each person you do not wish to elect.

If no box is marked above with respect to Proposal 2, 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 nominee for director whose name is
crossed out above.

PLEASE DATE, SIGN AND MAIL THE CONSENT PROMPTLY, USING THE ENCLOSED ENVELOPE.

Dated: _________________, 2002

__________________________________________
[print name of record shareholder as set forth on certificate]

__________________________________________
[signature of record shareholder or person
authorized to sign on behalf of record shareholder]

__________________________________________
[Title or authority of authorized person, if applicable]

__________________________________________
[signature, if held jointly]

If an individual, please sign exactly as the name appears on the certificate
representing your shares of Common Stock. If a corporation, partnership, trust,
limited liability company or other entity, please identify the entity as the
name appears on the certificate representing your shares of Common Stock, cause
an authorized person to sign on behalf of the entity, and clearly identify the
title of such authorized person. This Majority Consent of Shareholders shall
vote all shares the signatory is entitled to vote.