DIGITAL COURIER TECHNOLOGIES, INC.
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JANUARY 9, 2002 (10:00 a.m. Eastern time)

TO THE STOCKHOLDERS:

You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Digital Courier Technologies, Inc. (the "Company"),
which will be held in Tampa, Florida at the Tampa Airport Marriott at the Tampa
International Airport on Wednesday, January 9, 2002, at 10:00 a.m. Eastern time,
to consider and act upon the following matters:

1. The election of directors;

2. A proposed amendment to the Company's Amended and Restated
Certificate of Incorporation to effect a reverse stock split
of the outstanding shares of the Company's Common Stock, at a
ratio of one-for-ten; and

3. To transact such other business as may properly come before
the Annual Meeting or any adjournments of the Annual Meeting.

These matters are fully disclosed in the following pages, which are
made part of this notice. Only holders of record of Common Stock of the Company
at the close of business on November 23, 2001 will be entitled to notice of and
to vote at the Annual Meeting and any adjournments of the Annual Meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY
AND VOTE YOUR SHARES IN PERSON, ALTHOUGH YOU NEED NOT DO SO.

By Order of the Board of Directors

By: /s/ James J. Condon
-----------------------
James J. Condon
Chairman of the Board

November 23, 2001
Salt Lake City, Utah

DIGITAL COURIER TECHNOLOGIES, INC.

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

PROXY STATEMENT

DATED NOVEMBER 23, 2001

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JANUARY 9, 2002
(10:00 a.m. Eastern time)

This Proxy Statement dated November 23, 2001 is furnished in connection
with the solicitation of proxies by the Board of Directors of Digital Courier
Technologies, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held in Tampa, Florida at the Tampa Airport
Marriott at the Tampa International Airport, on January 9, 2002, at 10:00 a.m.
Eastern time for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Accompanying this Proxy Statement is the Proxy for the
Annual Meeting, which you may use to indicate your vote as to the proposals
described in this Proxy Statement.

All Proxies that are properly completed, signed and returned to the
Company prior to the Annual Meeting, and that have not been revoked, will be
voted as specified by the stockholder, or, if no vote is indicated, the Proxy
will be voted in favor of the proposals described in this Proxy Statement. A
stockholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly executed Proxy bearing a later date, or
by attending the Annual Meeting and voting his or her shares in person.

The cost of the Proxy solicitation, estimated to be $25,000, including
the cost of preparing and mailing this Proxy Statement, will be borne by the
Company. The Company may, in addition, use the services of its directors,
officers and employees to solicit Proxies, personally or by telephone, but at no
additional salary or compensation. The Company will also request banks, brokers
and others who hold Common Stock of the Company in nominee names to distribute
annual reports and Proxy solicitation materials to the beneficial owners of such
Common Stock and shall reimburse such banks and brokers for reasonable
out-of-pocket expenses that they may incur in so doing. The Company's principal
executive offices are located at 348 East 6400 South, Suite 220, Salt Lake City,
Utah 84107. This Proxy Statement and the accompanying Proxy were mailed to
stockholders on or about November 23, 2001.

VOTING RIGHTS AND VOTES REQUIRED

The close of business on November 23, 2001 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournments of the Annual Meeting. As of November 23,
2001, the Company had outstanding 43,544,444 shares of Common Stock, par value
$0.0001 per share (the only outstanding voting security of the Company), and the
Company had approximately 745 common stockholders of record. A common
stockholder is entitled to cast one vote for each share of Common Stock held on
the record date on all matters to be considered at the Annual Meeting.

One-third of the outstanding shares of Common Stock entitled to vote at
the Meeting must be present in person or represented by proxy at the Annual
Meeting in order to constitute a quorum for the transaction of business. The
affirmative vote of a plurality of the Common Stock entitled to vote at the
Annual Meeting will be required for the election of directors, and the
affirmative vote of a majority of the Common Stock entitled to vote at the
Annual Meeting will be required for the approval of the amendment to the
Company's Amended and Restated Certificate of Incorporation.

All shares represented by the accompanying Proxy, if the Proxy is
properly executed and returned, will be voted as specified by the stockholder,
or, if no vote is indicated, the Proxy will be voted FOR the nominees for
director and FOR each of the other items to be considered at the Annual Meeting.
The proxies will use their discretion in voting on any other matter which is
properly brought before the Annual Meeting. The Company does not know of any
business that will be presented for consideration at the Annual Meeting other
than as set forth in the notice of the meeting. Votes withheld by nominee
recordholders who did not receive specific instructions from the beneficial
owners of shares to vote on a particular proposal will be considered as present
for purposes of determining a quorum but will not be treated as votes cast and
will reduce the absolute number (although not the percentage) of affirmative
votes needed for approval of that proposal.

In the event that the proxies necessary to approve any of the foregoing
proposals have not been obtained by the date of the Annual Meeting or a quorum
is not present at the Annual Meeting, the shareholders present at the Annual
Meeting may, by majority vote, adjourn the Annual Meeting from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken (as long as the meeting is not
postponed for 45 days or more).

The stockholders are being asked to elect four directors to serve until
the next Annual Meeting of Stockholders and until their successors are duly
elected and qualified. In the election of directors, the four candidates
receiving the highest number of votes at the Annual Meeting will be elected as
directors of the Company. If any nominee is unable to serve, the shares
represented by all valid proxies will be voted for election of such substitute
as the Board may recommend. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.

PROPOSAL NUMBER 1

ELECTION OF DIRECTORS

Pursuant to the Company's By-laws, the Board of Directors is to be
comprised of not fewer than three members. Directors serve for a term of one
year or until their successors are duly elected and qualified. The nominees
listed below were appointed to fill vacancies arising since the last meeting. No
meeting has been held since January 2000 as the Company had anticipated asking
the shareholders to vote on potential mergers. Opportunities to merge or be
acquired have not come to fruition at this date. The nominees are:

Name of Nominee Age Current Position
--------------- --- ----------------
James J. Condon 45 Chairman of the Board and Director

John J. Hanlon 53 President, Chief Financial
Officer, Corporate Secretary and
Director

Becky Takeda 37 Vice President Business
Development and Director

Evan M. Levine 35 Director

Biographical information regarding the nominees is set forth below
under the caption "Directors and Executive Officers."

Pursuant to the Company By-laws, every holder of Common Stock voting
for the election of directors is entitled to one vote for each share of Common
Stock he or she holds. There is no cumulative voting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
DIRECTOR NOMINEES.

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth certain information with respect to each
director, nominee and named executive officer of the Company as of November 1,
2001.

Name
Director Nominees Age Position
----------------- --- --------
1,2 James J. Condon 45 Chairman of the Board, Director,
and nominee
2 John J. Hanlon 53 President , Chief Financial
Officer, Corporate Secretary,
Director and nominee
1 Becky Takeda 37 Vice President Business
Development, Director and nominee
1,2 Evan M. Levine 35 Director and nominee

1 Serves on compensation committee.
2 Serves on audit committee.

James J. Condon: Director and Chairman of the Board

Mr. Condon joined the Board of Directors in May 2001. He served as Acting
Chairman of the Board and Interim Chief Executive Officer from July 18, 2001
until November 1, 2001 at which time he became Chairman of the Board and Chief
Executive Officer. Mr. Condon joined CyberCash, Inc., an internet payment
processor, as Chief Financial Officer in March 1997. From January 1998 to July
1999, Mr. Condon was President of CyberCash, Inc., and from July 1999 to
December 2000, Mr. Condon served as Chief Executive Officer of CyberCash.
CyberCash filed for bankruptcy within three months after Mr. Condon's departure
in December 2000. From August 1995 to March 1997, Mr. Condon was Director of
Performance Improvement Services with KPMG Peat Marwick. Mr. Condon has more
than fifteen years of experience in finance. He holds an M.B.A. from the
University of Chicago and a B.A. in Mathematical Sciences from Johns Hopkins
University.

John J. Hanlon: President and Director

Mr. Hanlon joined the Company on August 21, 2000 as Senior Vice President, Chief
Financial Officer and Corporate Secretary. He was promoted to President and was
appointed to the Board on November 1, 2001. From September 1998 through May
2000, he was Senior Vice President and Chief Financial Officer at Personic
Software, Inc. a provider of software to manage the human capital supply chain.
For ten years prior to that he was Senior Vice President and Chief Financial
Officer at MDL Information Systems, Inc. a developer of software for the
management of chemical research. Mr. Hanlon holds a B.S. from California State
University Hayward and is a Certified Public Accountant in the state of
California.

Becky Takeda: Vice President Business Development and Director

Ms. Takeda joined the Company in January 2000, became Chief Operating Officer in
June 2000, and was appointed to the Board in August 2000. She was appointed
Interim President on January 5, 2001. She served the Company as Interim Chief
Executive Officer from February 2001 to July 2001, and as Chairman of the Board
from June 18, 2001 to July 13, 2001. From April 1995 to August 1999, Ms. Takeda
was Vice President of worldwide marketing and investor relations for SMART
Modular, a global high tech manufacturing and services firm. From August 1999 to
December 1999, she served as a consultant to SMART Modular. Ms. Takeda has also
held executive management positions with several leading technology companies
including IBM, Apex Data, Inc., Asia Interactive Services and Instant Replay
Corporation. Ms. Takeda holds an M.B.A. in Finance from Santa Clara University
and a B.A. in Economics from UCLA.

Evan M. Levine: Director

Mr. Levine has been a Director of the Company since February 2001. For the past
four years, he has been a Managing Principal of Brown Simpson Asset Management,
an asset management company for private equity funds. He has over ten years of

experience in the investment banking industry and as a professional debt and
equity trader. Mr. Levine has an M.B.A. education from New York University and a
B.A. in Economics and Finance from Rutgers University. From November 1996 to
September 1997, Mr. Levine was a Convertible Bond Trader with the company Dillon
Read.

Executive Officers. The following individuals currently serve as
executive officers of the Company:

James J. Condon: Chairman of the Board

See above.

John J. Hanlon: President, Chief Financial Officer, and Corporate Secretary

See above.

Becky Takeda: Vice President Business Development

See above.

CERTAIN RELATIONSHIPS AND OTHER MATTERS

During the year ended June 30, 2000, the Company acquired certain
assets from the MasterCoin entities. These entities were partially owned by
shareholders and directors of the Company.

In April, 2000, the Company entered into agreements to purchase certain
software, a merchant portfolio, and certain equipment from various entities
referred to jointly as MasterCoin. The Company's Board of Directors approved a
total purchase price of $2.9 million for all of the assets to be acquired with
the assumption that Mr. James Egide, the then CEO and Chairman of the Company,
would negotiate the acquisition and allocate the total price among the assets
acquired.

The software, which will allow the Company to address the "Server
Wallet" market opportunity, was acquired through a Software Purchase and Sales
Agreement with MasterCoin, International, Inc. ("MCII") in exchange for
$1,000,000 in cash. The Company acquired all rights to MCII's e-commerce and
e-cash software.

The owners of MCII included Don Marshall, who was then President and a
director of the Company. Mr. Marshall did not accept any remuneration from the
Company as a result of the transaction.

Since the acquisition, the Company has invested an additional $165,000,
accounted for as research and development expense, to complete the development
of the software. Management believes the potential market for the software is
significant and intends to begin marketing the software during fiscal 2002. The
cost of the software and additional development costs will be amortized over the
life of the software which is estimated to be three years.

The merchant portfolio was acquired through a Portfolio Purchase and
Sale Agreement with the sellers who had developed and acquired the merchant
portfolio of MasterCoin of Nevis, Inc. and MasterCoin Inc. in exchange for
$700,000 in cash. The Company acquired all rights, title and interests in and to
the portfolio. The Company paid $400,000 at closing with the remaining $300,000
payable subject to the performance of the portfolio. The $300,000 is included in
accrued liabilities in the accompanying June 30, 2000 balance sheet. The
portfolio is currently generating revenues for the Company.

The Sellers included Don Marshall, the then President and Director of
DCTI, and a person who was hired by the Company in July, 2000. Mr. Marshall did
not accept any remuneration from the Company as a result of the transaction.

The cost of the portfolio was amortized over twelve months, the
estimated average service period for the merchants acquired.

The equipment was acquired through an Asset Purchase and Sale Agreement
with MasterCoin, Inc., a Nevada corporation (MC) in exchange for $1,200,000 in
cash. The Company acquired title to equipment located in St. Kitts, British West
Indies consisting of computers, a satellite system, phone systems and leasehold
improvements which the Company anticipated would be useful in exploiting the
Server Wallet market opportunity referred to above. At the date of the
transaction, Mr. James Egide, the former CEO and Chairman of the Company, was a
shareholder in MC.

In the course of closing fiscal 2000 , the Company reviewed the value
of the equipment and determined that through age and non-use the book value of
the assets was impaired. Upon assessing a current realizable value of $300,000,
the Company wrote off the difference of $900,000 to expense. The remaining
balance is being depreciated over three years.

In connection with the acquisition of SB.com in June 1999, the Company
loaned four former SB.com shareholders $500,000 each. These Notes were due at
June 30, 2000. The four shareholders have since made claims against the Company
that the Company violated the terms of registration rights agreements entered
into at the time of the acquisition. While the Company continues to discuss
settlement of these claims, management felt it prudent to fully reserve the
Notes at June 30, 2001. A writeoff of $2,197,596 was recorded at June 30, 2001
for the full value of the Notes, including interest.

During fiscal 2000, the Company received information indicating that
its Chief Executive Officer and Chairman at the time, Mr. James Egide, may have
had a conflicting, undisclosed, interest in DataBank International Ltd. at the
time the Company acquired it. Specifically, there were two general allegations.
First, it was alleged that he had been a part of a group that had acquired 75%
of the stock of DataBank (the "Group DataBank Transaction") approximately 2
months before the Company entered into a letter of intent to acquire it. That
earlier purchase was for 75% of DataBank at a purchase price of $6.2 million,
while the Company's subsequent acquisition, deemed fair and equitable at the
time, was priced at 28,027,500 shares of the Company's Common Stock. Second, it
was alleged that Mr. Egide did not adequately disclose to the Company his
ownership position in DataBank at or prior to the time of the Company's
acquisition of DataBank. The Company's Board of Directors formed a special
committee of directors, each of whom had no involvement in the transaction
themselves, to investigate these allegations; as finally constituted, that
committee consisted of Mr. Ken Woolley and Mr. Greg Duman (the "Special
Committee"). The Special Committee, in turn, retained Munger, Tolles & Olson
LLP, as outside counsel to conduct an investigation into this matter (the
"Internal Investigation").

During this period, Mr. Egide resigned first as Chief Executive Officer
and, later, as a director and as Chairman of the Board of Directors.
Additionally, some DataBank shareholders who had received shares of the Company
pursuant to the DataBank acquisition returned some or all of the DCTI shares
they had received, although they did not present the Company with any signed
agreement or otherwise document any right of the Company to take action with
respect to the returned shares. (Approximately 7.7 million DCTI shares were
received by the Company in this fashion.) All of these facts were promptly
disclosed by the Company in press releases as they occurred.

The investigation was conducted between August and October of 2000. In
the process of conducting its investigation, the Special Committee's counsel
retained private investigators, reviewed all relevant documents in the Company's
possession and conducted interviews of some 11 individuals. On October 25, 2000,
they released the "Summary and Conclusions" of their final report. (The Summary
and Conclusions were released while the remainder of the report was in technical
preparation and review in order to facilitate certain corporate plans, including
consummation of settlement negotiations with certain individuals, and to permit
the preparation of annual financial statements for submission to the Company's
independent auditors, both of which were dependent to some degree upon the
results of the report.)

The results of the investigation were inconclusive. Conflicting
testimony was received as to the ownership of certain offshore entities, and
dispositive evidence was not found. As to certain other factual questions, more
subtle differences of interpretation were identified that could have had legal
significance. For example, there were conflicting views as to whether the
initial purchase of DataBank shares was made available to the Company. Moreover,
there were significant uncertainties as to the legal effect of the different
possible factual interpretations. In the view of counsel to the Special
Committee, it was not fairly predictable what version of the facts a court would
find credible. Also, it was not clear what legal conclusions a court would
reach, or what remedies it would find to be available and appropriate, even if
the factual questions were not in dispute.

At approximately the time that the investigation was being completed,
Mr. Woolley entered into discussions with certain of the stockholders who
received DCTI shares in the DataBank acquisition. Ultimately, 7 stockholders
agreed to return to the Company 8,637,622 DCTI shares in settlement of any
claims by the Company of impropriety against them in connection with the
transaction. These shares included the DCTI shares that had earlier been
returned to the Company, but this time the Company's right to accept and cancel
the shares was made clear. Also included in the returned shares were 1,120,000
shares returned by Mr. Don Marshall, the Company's President, and a former
controlling shareholder of DataBank (before the Group DataBank Transaction). The
Special Committee agreed that Mr. Marshall had no responsibility or liability
with respect to any of the alleged improprieties, but he also agreed that, as
the Company's President, and a former DataBank stockholder, he should not
benefit through an increased percentage ownership in the Company from the return
of stock by others from the DataBank transaction. Accordingly, his return of
shares was designed to preserve, after the return of all the shares involved,
his percentage interest in the Company at a level equal to what it was
immediately before any such share returns. In the view of counsel to the Special
Committee who had conducted the investigation, the settlement of claims in
exchange for the return of shares was a favorable settlement for the Company in
comparison to the certain expenses, and uncertain recoveries, that would have
attended any litigation of the matter. After careful consideration of the final
report of the Special Committee's counsel, the Company's Board of Directors
continues to believe that the Company paid a fair price for DataBank.

On October 16, 2001, the Company entered into a settlement with a
shareholder regarding the Company's alleged failure to register restricted
shares of the Company's Common Stock, as well as certain other alleged breaches
of his contract rights. The shareholder received the shares in the course of the
Company's acquisition of DataBank in October, 1999. The shareholder had claimed
that the Company was obligated to periodically register a portion of those
restricted shares with the SEC following the DataBank transaction and
subsequently failed to do so. In July 2001, the shareholder filed a lawsuit
against the Company in federal court in Salt Lake City, Utah. The shareholder's
complaint sought damages of $10,500,000. The Company negotiated a settlement
with the shareholder whereby the shareholder was issued 3,500,000 shares of the
Company's restricted Common Stock. As part of the settlement, the shareholder
granted the Company's current Chairman and Chief Executive Officer an
irrevocable proxy to vote these shares for a period of up to three years. In
addition the shareholder received a promissory note from the Company for
$800,000 to be paid in quarterly installments, beginning with the quarter ending
December 31, 2001.The Company's quarterly payments will be based upon a
percentage of the Company's earnings before taxes, depreciation and
amortization, if any, during each quarter, but the note will have a final
maturity date in October 2004. Interest at 15% per annum will not begin accruing
on the note until 2003. To assure payment under the note, the Company also
executed a confession of judgment, which may not be entered absent a default, in
an amount substantially in excess of the principal amount of the note. Finally,
as part of the settlement, the Company and the shareholder agreed to modify a
prior severance agreement between them. The shareholder has fully released the
Company from all claims stated in the complaint. The total amount of the
settlement of $1,447,500 has been recorded as of June 30, 2001 as an expense and
an accrued liability on the balance sheet. The value of the shares issued was
recorded at the price of the Company's Common Stock on October 16, 2001.

BOARD COMMITTEES AND MEETINGS

The Board of Directors held seven meetings during the fiscal year
ending on June 30, 2000 and fifteen meetings during the fiscal year ending on
June 30, 2001. Each director is expected to attend each meeting of the Board and
those committees on which he or she serves. In addition to meetings, the Board
and its committees review and act upon matters through written consent
procedures. No director attended less than 75% of all of the meetings of the
Board and those committees on which he or she served during the fiscal year
ending on June 30, 2000 or the fiscal year ending on June 30, 2001.

The Company currently has standing Compensation and Audit Committees of
the Board of Directors.

Prior to the appointment of the current Compensation Committee, the
Company's Board of Directors administered the Company's Second Amended and
Restated Incentive Plan. The total number of options granted in any year, the
number and selection of directors, consultants, or employees to receive options,
the number of options granted to each and the other terms and provisions of such
options are wholly within the discretion of the Board of Directors, subject to
the limitations set forth in the Option Plan.

The Audit Committee is responsible for periodically reviewing the
financial condition and the results of audits of the Company with its
independent public accountants. During fiscal 2001, consistent with the
requirements of The Nasdaq Stock Market, the Company appointed an Audit
Committee consisting of Messrs. Gregory Duman (chair), Stan Cardenas, and
Michael Shutters, and met once with the Company's independent public accountants
(BDO Seidman, LLP). All three were Directors of the Company for part of the
fiscal year and all three have resigned as Directors. The Committee adopted a
charter, a copy of which is attached as Exhibit A to this Proxy Statement.
Subsequent to their resignation, the remaining Board of Directors, consisting of
James Condon, Evan Levine and Becky Takeda, served as the Audit Committee and
met once with the Company's independent public accountants (BDO Seidman, LLP).
During the fiscal year ending on June 30, 2000, the prior Audit Committee,
consisting of the entire Board of Directors, met once with the Company's
independent public accountants, to discuss the Company's financial statements
and the independence of the auditors (Arthur Andersen LLP) with respect to the
Company.

The current Audit Committee consists of James Condon (chair), Evan
Levine and John Hanlon.

AUDIT COMMITTEE

Audit Committee Report

The Audit Committee (1) reviewed and discussed with management the
audited financial statements for the current fiscal year to be included in the
Company's Form 10-K for the 2001 fiscal year; (2) discussed with the independent
auditors the matters required to be discussed by Statement of Auditing Standards
No. 61; (3) received and discussed with the independent auditors the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 relating to their independence; and
(4) based upon these reviews and discussions, duly considered, and recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2001.

Audit Committee:

James Condon, Chairman
Evan Levine
Becky Takeda

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

To the Company's knowledge, the following sets forth information
regarding ownership of the Company's outstanding Common Stock as of November 1,
2001 by: (i) each person known by the Company to beneficially own over 5% of the
outstanding shares of Common Stock, (ii) each director and director nominee,
(iii) each named executive officer, and (iv) all directors and executive
officers as a group. As of November 1, 2001, there were 43,544,444 shares of
Common Stock outstanding and 360 shares of Series A Convertible Preferred Stock
outstanding. The stockholders listed have sole voting and investment power,
except as otherwise noted.

Title Amount of
of Class Names and Addresses of Common Percentage
Institutional Stockholders Principal Stockholders Shares* of Class*
-------- ---------------------- ------- ---------

Preferred Brown Simpson Partners I, Ltd. 360 100%
c/o Walkers Attorneys-at-Law
P.O. Box 265GT, Walker House
Mary Street, George Town
Grand Cayman, Cayman Islands

Common Brown Simpson Partners I, Ltd. 4,312,568 (1) 10%
c/o Walkers Attorneys-at-Law
P.O. Box 265GT, Walker House
Mary Street, George Town
Grand Cayman, Cayman Islands

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

Common Nautilus Management 5,481,250 (2) 13%
c/o DCTI
348 East 6400 South, Suite 200
Salt Lake City, UT 84107

Officers and Directors
- ----------------------
Common Becky Takeda 344,000 (3) 1%
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common James Condon 50,000 (4) __
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common Evan M. Levine 50,000 (5) __
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common John Hanlon 278,074 (6) 1%
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common Stephen Cannon 1,728,000 (7) 4%
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common All Directors and Executive Officers 722,074 (8) 2%
(8 persons)

* In the case of each security holder listed, assumes exercise of all
exercisable options and warrants held by that security holder which can be
exercised within 60 days from November 15, 2000.
(1) Includes 800,000 shares of Common Stock (some of which are held in street
name) that Brown Simpson Partners may acquire upon the exercise of
warrants, and shares of Common Stock into which the portion of the Series A
Convertible Preferred Stock that is currently convertible or convertible
within 60 days may be converted.

(2) Includes 3,500,000 shares whose voting rights are assigned to James J.
Condon, Chairman, for the next three years, pursuant to a settlement
agreement as described in Note 13 in the Financial Statements on Form 10-K
at June 30, 2001.
(3) Includes 344,000 shares of Common Stock that Ms. Takeda may acquire on
exercise of options. Does not include 456,000 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of November 15, 2001.
(4) Includes 50,000 shares of Common Stock that Mr. Condon may acquire on
exercise of options. Does not include 125,000 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of November 15, 2001.
(5) Includes 50,000 shares of Common Stock that Mr. Levine may acquire on
exercise of options. Does not include 125,000 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of November 15, 2001.
(6) Includes 20,000 shares of Common Stock and 283,074 shares of Common Stock
that Mr. Hanlon may acquire on exercise of options. Does not include
585,003 shares of Common Stock that may be acquired on exercise of options
that are not currently exercisable or exercisable within 60 days of
November 15, 2001.
(7) Includes 72,000 shares of Common Stock that Mr. Cannon may acquire on
exercise of options. Does not include 228,000 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of November 15, 2001.
(8) Includes 727,074 shares of Common Stock that all Directors and Executive
Officers may acquire on exercise of options. Does not include 1,291,003
shares of Common Stock that may be acquired on exercise of options that are
not currently exercisable or exercisable within 60 days of November 15,
2001.

EXECUTIVE COMPENSATION

The following table sets forth the annual compensation paid by the
Company for services rendered during the last three fiscal years to the
Company's Chief Executive Officer, and to each of the Company's other executive
officers serving as such as of June 30, 2001 whose annual salary and bonus
exceeded $100,000. The Company does not currently have a Chief Executive
Officer. James J. Condon resigned as Chief Executive Officer on November 1,
2001; the Company has instituted a search for a Chief Executive Officer, but has
not made a decision at this time.

SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Awards
Securities
Name and Principal Year Ended Underlying
Position June 30 Salary ($) Bonus ($) Options (#)
-------- ------- ---------- --------- -----------

Becky Takeda 2001 $ 210,000 $ 0 0
Former interim CEO 2000 $ 90,000 $ 0 0
Vice Pres.
Business
Development

John J. Hanlon 2001 $ 175,000 $ 0 0
Chief Financial
Officer

James A. Egide 2001 $ 15,000 $ 0 0 (1)
Former Chairman 2000 $ 180,000 $ 0 650,000
and CEO 1999 $ 4,000 $ 0 0

Donald Marshall 2001 $ 210,000 $ 0 0
Former President 2000 $ 157,500 (2) $ 0 0
1999 $ 0 $ 0 0

Bobbie. Downey 2001 $ 135,000 $ 0 0
Vice President, 2000 $ 111,875 $ 7,700 65,000
Secretary and 1999 $ 83,125 (3) $ 0 90,000
General Counsel

(1) Mr. Egide is no longer a director or an executive officer of the
Company. Mr. Egide's options were cancelled in accordance with the
Company's stock options plan upon his resignation in July, 2000.
(2) Mr. Marshall is no longer a director or an executive officer of the
Company. Mr. Marshall's salary during fiscal year 2000 was for the
nine month period from October 1, 1999 through June 30, 2000.

(3) Ms. Downey's salary during fiscal year 1999 was for the period from
September 16, 1998 through June 30, 1999.

Mr. Hanlon and Ms. Takeda are covered by severance agreements whereby
upon their dismissalfor reasons other than cause or upon a change of control,
they are due one year's compensationand their options immediately vest.

In February, 2001 the Board of Directors repriced all employee options
granted in October, 2000 to the then quoted price of $.49. In November, 2001 the
Board of Directors repriced all outstanding options to the then quoted price of
$.096.

The following table summarizes for each of the named executive officers
of the Company the number of stock options, if any, granted during the fiscal
years ended June 30, 2000 and June 30, 2001, and the potential realizable value
of such grants (assuming certain annual appreciation rates for the underlying
Common Stock).

OPTION GRANTS IN FISCAL YEAR ENDING JUNE 30, 2000
Individual Grants

Percent of Potential Realizable Value
Total at Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Appreciation for
Underlying Employees Option Term
Options in Fiscal Exercise Expiration 5% 10%
Name Granted (#) Year Price Date ($) ($)
- ---- ----------- ---- ----- ---- --- ---

James A. Egide 650,000(1) 18.7% $5.9375 Oct. 2004 $192,969 $385,938
Bobbie Downey 25,000 0.7% $9.50 Jan. 2005 11,875 23,750
Bobbie Downey 40,000 1.1% $5.625 Apr. 2005 1,250 22,500

(1) Mr. Egide is no longer a director or an executive officer of the Company.
Mr. Egide's options were cancelled in accordance with the Company's stock
option plan upon his resignation in July, 2000.

OPTION GRANTS IN LAST FISCAL YEAR ENDING JUNE 30, 2001
Individual Grants

Bobbie Downey 65,625 1.6% $0.49 Oct. 2005 $ 1,608 $ 3,216
Bobbie Downey 26,250 0.4% $0.49 Feb. 2006 643 1,286
John J. Hanlon 409,641 9.0% $4.1875 Aug. 2005 85,769 171,537
John J. Hanlon 102,410 2.2% $0.49 Oct. 2005 2,509 5,018
John J. Hanlon 256,025 5.6% $0.49 Feb. 2006 6,273 12,545
Becky Takeda 200,000 4.4% $0.49 Oct. 2005 4,900 9,800
Becky Takeda 100,000 2.2% $0.55 Dec. 2005 2,750 5,500

The following table summarizes for each of the named executive officers of
the Company the number of stock options, if any, exercised during the fiscal
years ended June 30, 2000 and June 30, 2001, the aggregate dollar value realized
upon exercise, the total number of unexercised options held at June 30, 2000 and
June 30, 2001 and the aggregate dollar value of in-the-money unexercised
options, if any, held at June 30, 2000 and June 30, 2001. Value realized upon
exercise is the difference between the fair market value of the underlying stock
on the exercise date and the exercise price of the option. The value of
unexercised, in-the-money options at June 30, 2000 and June 30, 2001 is the
difference between its exercise price and the fair market value of the
underlying stock on June 30, 2000, and June 30, 2001 which was $6.375 and $0.30
respectively per share based on the closing bid price of Common Stock on June
30, 2000 and June 30, 2001 respectively. Except as noted below, the underlying
options have not been, and may never be, exercised; and actual gains, if any, on
exercise will depend on the value of the Common Stock on the actual date of
exercise. There can be no assurance that these values will be realized.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDING JUNE 30, 2000

Shares
Acquired on Value of Unexercised
Exercise in Value Number of Securities In-the-Money Options at
Fiscal Years Realized Underlying Unexercised 6/30/00
Ending 6/30/00 Options at 6/30/00
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------------- ------------ ------------ ---------------- ------------- ---------------

James A. Egide (1) 0 $ 0 650,000 0 $ 284,375 $ 0
Glen Hartman 0 $ 0 125,000 0 $ 54,688 $ 0
Becky Takeda 0 $ 0 20,000 380,000 $ 15,000 $ 369,300
Bobbie Downey 50,000 $303,166 46,500 58,500 $ 28,000 $ 27,000
Greg Duman 0 $ 0 20,000 40,000 $ 0 $ 0

Aggregated Option exercises in Last Fiscal Year ENDing JUNE 30, 2001

Shares
Acquired on Value of Unexercised
Exercise in Value Number of Securities In-the-Money Options at
Fiscal Years Realized Underlying Unexercised 6/30/01
Ending 6/30/01 Options at 6/30/01
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------------- ------------ ------------ ---------------- ------------- ---------------

Bobbie Downey 0 $ 0 70,500 126,375 $ 0 $ 0
John J. Hanlon 0 $ 0 106,507 661,570 $ 0 $ 0
Becky Takeda 0 $ 0 364,000 336,000 $ 0 $ 0

STOCK OPTION PLAN

The Company has adopted the Second Amended and Restated Incentive Plan
(the "Option Plan") to assist the Company in securing and retaining key
employees and directors. The Option Plan provides that options to purchase a
maximum of 6,000,000 shares of Common Stock may be granted to (i) directors and
consultants, and (ii) officers (whether or not a director) or key employees of
the Company ("Eligible Employees"). The Option Plan will terminate in 2014
unless sooner terminated by the Board of Directors.

The Option Plan is administered by the Board of Directors. The total
number of options granted in any year to Eligible Employees, the number and
selection of Eligible Employees to receive options, the number of options
granted to each and the other terms and provisions of such options are wholly
within the discretion of the Board of Directors, subject to the limitations set
forth in the Option Plan. The option exercise price for options granted under
the Plan may not be less than 100% of the fair market value of the underlying
Common Stock on the date the option is granted. Options granted under the Option
Plan expire upon the earlier of an expiration date fixed by the Option Committee
or five years from the date of grant.

Under the Option Plan, the Company may issue both qualified and
non-qualified stock options. As of June 30, 2001, options to purchase 4,902,224
shares of Common Stock were outstanding under the Plan.

COMPENSATION OF DIRECTORS

During the period March 2001 through July 2001 the Company's
non-employee Directors were paid $12,000 per year (prior to March 14, 2001, the
Company's non-employee directors were not provided any payment for their service
as directors). The non-employee directors are not currently compensated for
attendance at Board of Director meetings, but they are reimbursed for their
out-of-pocket expenses for attending Board and Committee meetings. Non-employee
directors may be granted, on an ad hoc basis, stock options upon being appointed
to the Board.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

The Company's executive compensation policies are administered by the
Compensation Committee. The Compensation Committee reviews and determines the
compensation of the Company's officers and evaluates management performance,
management succession and related matters. The persons who served as members of
the Compensation Committee during the fiscal year ending on June 30, 2000 were
Messrs. Kenneth Woolley, Glenn Hartman and James Egide. All three were directors
of the Company for part of the fiscal year, and all three have resigned as
directors. This Compensation Committee met three times during fiscal 2000.
Messrs. Stan Cardenas (chair), Evan Levine and Mike Shutters served as members
of the Compensation Committee during fiscal 2001. The new Compensation Committee
met twice during the fiscal year ending on June 30, 2001. The current
Compensation Committee consists of James J. Condon (chair), Becky Takeda and
Evan Levine.

No executive officer of the Company served as a member of (i) the
compensation committee of another entity which has had an executive officer who
was a member of the Compensation Committee of the Company's Board of Directors,
(ii) the board of directors of another entity, one of the whose executive
officers served on the Compensation Committee of the Company's Board of
Directors, or (iii) the compensation committee of any other entity in which one
of the executive officers served on the Company's Board of Directors, during the
fiscal years ending June 30, 2000 and June 30, 2001.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The compensation policy of the Company is to provide competitive levels
of compensation that are influenced by performance, that reward individual
achievements, and that enable the Company to attract and retain qualified
executives. Compensation consists primarily of annual salary and long-term
incentive compensation in the form of stock options. Historically, bonuses have
only been awarded in circumstances when, in the Compensation Committee's
subjective judgment, a particular executive displayed exceptional performance
during the prior year.

The Compensation Committee, as currently constituted, took office after
the resignations of the former members of the Board, thus this Compensation
Committee cannot report on the basis for determining the prior Chief Executive
Officer's compensation. Mr. John Hanlon is currently the Company's President and
Ms. Becky Takeda is the Vice President of Business Development and the
Compensation Committee intends to apply sound business practices (in line with
the Company's compensation policy) in setting and reviewing their compensation.
Mr. Hanlon was appointed President on November 1, 2001. His annual salary was
increased on that date from $210,000 to $225,000. The entire Board of Directors
considered current market conditions in the San Francisco Bay Area for similar
positions in deciding on Mr. Hanlon's compensation. Ms. Takeda joined the
Company in January 2000 with an annual salary of $180,000. She was appointed
Chief Operating Officer on July 1, 2000 and given an increase in salary to
$210,000 at the Board's discretion. Ms. Takeda served the Company as interim
President, Chief Executive Officer and Chairman for extended periods during
fiscal 2001, however, her salary was never adjusted. Mr. James Condon served the
Company as Chairman, Chief Executive Officer and President from June 18, 2001
through October 31, 2001 at a salary of $275,000 per year. He currently serves
as Chairman of the Board and is not compensated.

The Compensation Committee is pleased to submit this report to the
stockholders with regard to the above matters.

Compensation Committee
----------------------
James J. Condon (Chair)
Becky Takeda
Evan Levine

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent stockholders are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms furnished to the Company and on representations that no
other reports were required, the Company has determined that during the fiscal
years ending June 30, 2000 and June 30, 2001 no such reporting person failed to
timely file any applicable Section 16(a) forms.

PERFORMANCE GRAPH

The following chart shows how $100 invested as of June 30, 1996 in
shares of the Company's Common Stock would have grown during the five-year
period ended June 30, 2001, as a result of changes in the Company's stock price,
compared with $100 invested in the Standard & Poor's 500 Stock Index and in the
Standard & Poor's Technology Index.

[COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN GRAPH OMITTED]

ANNUAL REPORT

The Company's Annual Report on Form 10-K for the year ended June 30,
2001 is being mailed to the stockholders of the Company along with this Proxy
Statement, and contains the Company's financial statements and management's
discussion and analysis of such financial statements and the reports thereon of
BDO Seidman and Arthur Andersen LLP.

INDEPENDENT PUBLIC ACCOUNTANTS

On June 4, 2001, Arthur Andersen LLP notified the Company that it
declined to stand for re-election as our independent accountants and that the
client-auditor relationship between DCTI and Arthur Andersen LLP had ceased. The
report of Arthur Andersen LLP on our consolidated financial statements as of and
for the year ended June 30, 2000 contained the following explanatory paragraph:

"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from continuing operations of $34,867,900, $20,353,229, and $5,544,363 during
the years ended June 30, 2000, 1999, and 1998, respectively. The Company's
operating activities, excluding cash retained for merchant reserves, used
$4,097,019, $7,291,791 and $6,400,982 of cash during the years ended June 30,
2000, 1999 and 1998, respectively. Additionally, the Company has a tangible
working capital deficit of $4,872,841 as of June 30, 2000. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Except for the foregoing, the
reports of Arthur Andersen LLP on our financial statements for each of the past
two fiscal years contained no adverse opinions or disclaimers or opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles."

Our Board of Directors has accepted the cessation of our relationship
with Arthur Andersen LLP.

In connection with the audits of the two fiscal years ended June 30,
2000 and during the subsequent period from July 1, 2000 through June 4, 2001, we
had no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to their satisfaction, would
have caused them to make reference to the subject matter of the disagreement(s)
in connection with their opinion.

During the two most recent fiscal years and through June 4, 2001, there
occurred no reportable events (as such term is defined in Item 304(a)(1)(v) of
the Commission's Regulation S-K).

We have elected BDO Seidman, LLP as our new independent accountants as
of June 4, 2001. We have not consulted with BDO Seidman prior to its engagement
regarding the application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might be rendered
on our financial statements or any matter that was either the subject of a
disagreement or a reportable event (as such terms are defined in Item 304(a)(1)
of the Commission's Regulation S-K).

The independent auditors' fees for services are listed below:

Fiscal 2001 Fiscal 2000
-------- --------

Audit Fees $ 130,000 $327,888

Financial Information Systems Design and Implementation Fees -- --

All Other Fees -- 72,222
-------- --------

Total Fees $ 130,000 $400,110
========= ========

The Audit Committee did consider the compatibility of non-audit
services provided by the auditors with maintaining the auditors' independence,
and determined that the auditors' independence relative to financial audits was
not jeopardized by the non-audit services. The auditors did not employ leased
personnel in connection with their audit work.

PROPOSAL NUMBER 2

REVERSE STOCK SPLIT

GENERAL

The Company Board of Directors has approved and recommends to its
stockholders that they consider and approve an amendment (the "Amendment") to
the Company's Amended and Restated Certificate of Incorporation to effect a
reverse stock split of its Common Stock of 1-for-10. The Amendment will effect
the reverse stock split by reducing the number of shares of the Company's Common
Stock from 43,544,444 to 4,354,444. The Amendment will not, however, increase
the par value of the Common Stock and will not change the authorized number of
shares of outstanding Common Stock.

REQUIRED VOTE

Approval of the Proposal requires the affirmative vote of the holders
of a majority of the shares of the Company's Common Stock outstanding on the
record date.

BACKGROUND AND REASONS FOR THE PROPOSAL

NASDAQ DELISTING

On December 15, 2000, the National Association of Securities Dealers
delisted the Company's Common Stock from trading on the Nasdaq. While the
Company does not seek re-listing on the Nasdaq at this time, the Board of
Directors believes it is in the best interest of the Company to raise the per
share price of the outstanding Common Stock for the reasons stated below. This
may be accomplished by amending the Company's Amended and Restated Certificate
of Incorporation to effect a reverse stock split.

POTENTIAL INCREASED INVESTOR INTEREST

The reverse stock split will decrease the number of shares of Common
Stock outstanding and thereby, presumably, increase the per share price for the
Company's Common Stock. The Board of Directors believes a higher price may help
generate investor interest in the Company. In approving the reverse stock split,
the Board of Directors considered that the Company's Common Stock may not appeal
to brokerage firms that are reluctant to recommend purchasing lower priced
stocks because the brokerage commissions, as a percentage of the total
transaction, tend to be higher for such stocks. Moreover, the analysts at many
brokerage firms do not monitor the trading activity or otherwise provide
coverage of lower priced stocks, which may result in less publicity about the
Company in financial markets. Also the Board of Directors believes that most
investment funds are reluctant to invest in lower priced stocks because of their
investment policies and restrictions. These factors combined may adversely
affect the Company's ability to raise capital.

The Board of Directors further believes that a higher stock price would
help the Company to attract and retain employees and other service providers.
The Board of Directors believes that some potential employees and service
providers are less likely to work for or provide services to a company with a
low stock price, regardless of the size of the company's market capitalization.

INCREASE OF SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE

As a result of the reverse stock split, there will be a reduction in
the number of shares of Common Stock issued and outstanding, or held as treasury
shares, and an associated increase in the number of authorized shares which
would be unissued and available for future issuance. These shares could be used
for any proper corporate purpose approved by the Company's Board of Directors
including, among others, future financing transactions.

POTENTIAL ANTI-TAKEOVER EFFECT

Because the reverse stock split will create increased available shares,
it may be construed as having an anti-takeover effect. Although neither the
Board of Directors nor the management views the reverse stock split as an
anti-takeover measure, the Company could use the increased available shares to
frustrate persons seeking to effect a takeover or otherwise gain control of the
Company by, among other things, issuing shares to a person who is perceived as
not having an interest in supporting the attempts of a potential acquirer.

EFFECTS OF THE REVERSE STOCK SPLIT

The principal effect of the reverse stock split will be to decrease the
number of issued and outstanding shares of the Company's Common Stock, as well
as its treasury shares. Accordingly, each holder of ten shares of the Company's
Common Stock, par value $0.0001 per share, immediately prior to the
effectiveness of the reverse stock split will become a holder of one share of
Common Stock, par value $0.0001 per share, after consummation of the reverse
stock split. The reverse stock split will not affect the proportionate equity
interests in the Company held by any holder of Common Stock. It will not affect
the registration of the stock under the Securities Exchange Act of 1934, as
amended, and the Company expects to have approximately the same number of record
stockholders after as before. The relative rights and preferences of the
Company's Common Stock will not change. The split will have no effect on the
number of authorized shares of Common Stock or the par value. The reverse stock
split will effect the number of shares underlying outstanding options and
warrants such that each holder of an option or warrant to purchase ten shares of
Common Stock will become a holder of an option or warrant to purchase one share
of Common Stock after consummation of the reverse stock split.

FRACTIONAL SHARES

The Company will not issue fractional shares in connection with the
reverse stock split. In order to avoid the expense and inconvenience of issuing
and transferring fractional shares of its Common Stock to shareholders who
currently hold Common Stock and would otherwise be entitled to receive
fractional shares of Common Stock following the reverse stock split, any
fractional shares which results from the reverse stock split will be rounded up
to the next whole share.

RISKS OF THE REVERSE STOCK SPLIT

There can be no assurance, however that any of the above results will
occur. Furthermore, liquidity of the Common Stock could be adversely affected by
the reduced number of shares outstanding after the reverse stock split.

EFFECTIVENESS OF REVERSE STOCK SPLIT

If approved by the stockholders, the reverse stock split will become
effective upon the filing with the Delaware Secretary of State of a Certificate
of Amendment to the Company's Amended and Restated Certificate of Incorporation
in substantially the form attached to this Proxy Statement as Exhibit B. It is
expected that such filing will take place on or shortly after the date of the
Annual Meeting, assuming the stockholders approve the reverse stock split. From
the time of that filing, each Common Stock certificate will be deemed, for all
purposes, to evidence ownership of the reduced number of shares resulting from
the split. As soon as practicable, stockholders will be notified of the
effectiveness of the split and instructed how and when to surrender their
certificates in exchange for certificates representing shares of Common Stock
after the split.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The discussion of United States federal income tax consequences set
forth below is for general information only and does not purport to be a
complete discussion or analysis of all potential tax consequences which may
apply to the Company's stockholders, each of whom is strongly urged to consult
his/her/its tax advisors to determine the particular tax consequences to them of
the reverse stock split, including the applicability and effect of federal,
state, local, foreign and other tax laws.

The following discussion sets forth the principal United States federal
income tax consequences of the reverse stock split to the Company's
stockholders. The following disclosure addresses only the United States federal
income tax consequences to the Company's stockholders who hold its shares as a
capital asset. Accordingly, the following disclosure does not address all of the
federal income tax consequences that may be relevant to particular stockholders
based upon their individual circumstances or to stockholders who are subject to
special rules, such as financial institutions, tax-exempt organizations,
insurance companies, dealers in securities, foreign holders or holders who
acquired their shares pursuant to the exercise of employee stock options or

otherwise as compensation. The following disclosure is based upon the Internal
Revenue Code of l986, as amended (the "Code"), as well as the laws, regulations,
rulings and decisions in effect as of the date hereof, all of which are subject
to change, possibly with retroactive effect, and to differing interpretations.
In addition, the following disclosure does not address the tax consequences to
the Company's stockholders under state, local and foreign laws. The Company has
neither requested nor received a tax opinion from legal counsel with respect to
any of the matters discussed herein. No rulings have been or will be requested
from the Internal Revenue Service with respect to any of the matters discussed
herein. There can be no assurance that future legislation, regulations,
administrative rulings or court decisions would not alter the consequences set
forth below.

The Company's stockholders will not recognize income, gain or loss, for
United States federal income tax purposes, as a result of the reverse stock
split, including the receipt of whole shares issued in lieu of fractional
shares, if any. Each such stockholder's aggregate tax basis in the Company's
shares of Common Stock after the reverse stock split, including whole shares
issued in lieu of fractional shares, if any, will equal his, her or its
aggregate tax basis in the Company's shares of Common Stock before the reverse
stock split. The holding period of the Company's shares of Common Stock after
the reverse stock split, including whole shares issued in lieu of fractional
shares, if any, will include the holding period of such shares before the
reverse stock split. No gain or loss will be recognized by the Company as a
result of the reverse stock split.

RECOMMENDATION

The Board of Directors unanimously recommends a vote FOR the amendment
to the Company's Amended and Restated Certificate of Incorporation to effect a
reverse stock split.

The Report of the Compensation Committee, the Report of the Audit
Committee, the Performance Graph, the Audit Committee Charter contained in
Appendix A to this proxy statement and the statement of independence of Audit
Committee members referred to under "Board Committees and Meetings" are not to
be considered as filed with the Securities and Exchange Commission or
incorporated by reference into any other filings which the Company makes with
the Commission under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, nor is this information considered as proxy
soliciting material. These portions of this proxy statement are not a part of
any of those filings unless otherwise stated in those filings.

STOCKHOLDER PROPOSALS

Stockholder proposals to be presented at the Annual Meeting of
Stockholders to be held in 2002 must be received at the Company's executive
offices at 348 East 6400 South, Suite 220, Salt Lake City, Utah 84107, addressed
to the attention of the Secretary, by July 26, 2001 in order to be considered
for inclusion in the proxy statement and form of proxy relating to such meeting.
If the Company does not receive notice by October 12, 2002 of any proposal which
a stockholder wishes to be presented from the floor of the Annual Meeting, then
the Company's proxies will be entitled to use their discretion in voting on the
proposal, if presented at the Meeting.

EXHIBIT A

DIGITAL COURIER TECHNOLOGIES, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

May 24, 2000

I. COMPOSITION AND POLICIES

One committee of the Board of Directors of Digital Courier Technologies,
Inc. (the "Company") will be known as the Audit Committee. The primary function
of the Audit Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing the financial information that will be provided to
the shareholders of the Company and others. The following are the primary
operating policies of the Audit Committee.

o The Audit Committee shall be composed of three or more outside and
independent members of the Board of Directors and shall elect a
Chairperson from among their members to serve in that capacity until a new
Chairperson is elected. Members of the Audit Committee shall be appointed
and removed by action of the Board of Directors. All Audit Committee
members shall be independent of management and the Company. They shall be
considered independent if they have no relationship that may interfere
with the exercise of their independence from management of the Company, as
defined by the current NASD listing standards. All Audit Committee members
shall be financially literate, or shall be able to become so literate in a
reasonable amount of time, and at least one member shall have finance,
accounting or related employment experience. Financial literacy, at a
minimum, includes the ability to read the Company's balance sheet, income
statement, and cash flow statement.

o The Audit Committee shall hold such meetings as deemed necessary but shall
meet a minimum of once per calendar year. Minutes of all Audit Committee
meetings shall be taken and approved at subsequent meetings.

o Upon the request of the Company's independent auditors, the Chairperson of
the Audit Committee shall convene a meeting of the Audit Committee to
consider any matters such auditors believe should be brought to the
attention of the Audit Committee, the Board of Directors or stockholders
of the Company.

o The Audit Committee has the authority to direct and supervise an
investigation into any matter, including the authority to retain outside
counsel or other professional services. The independent auditors are
accountable to the Audit Committee, and the Audit Committee shall, upon
consulting with the Board of Directors and subject to stockholder
approval, have the ultimate power to hire or remove the independent
auditors.

o The Audit Committee must report its actions to the full board of directors
and may make appropriate recommendations regarding systems of internal
financial controls and audit procedures.

II. FUNCTIONS AND DUTIES

The Audit Committee is charged with the responsibility for:

1. Reviewing with management and the independent auditors the annual
financial statements to be included in the annual report (Form 10-K) filed
with the Securities and Exchange Commission, including their judgments
about the quality and acceptability of accounting principles, the
reasonableness of significant judgments, and the clarity of the related
disclosures. Also, the Audit Committee shall discuss the results of the
annual audit and any other matters required to be communicated to the
Audit Committee by the independent auditors under generally accepted
auditing standards;

2. Selecting, upon consultation with the Board of Directors and subject to
stockholders' approval, the Company's independent auditors, including
review of any fees paid to independent auditors;

Exhibit A-1

3. Obtaining from the independent auditors a written statement outlining
their relationships with the Company pursuant to Independence Standard
Board Standard No. 1 and actively engaging in a dialogue with the
independent auditors regarding matters that might reasonably be expected
to affect their independence with the Company;

4. Confirming the independence of the independent auditors;

5. Reviewing annually the combined audit plans of the independent auditors
and internal auditors;

6. Meeting with the independent auditors at the completion of their annual
examination to review their evaluation of the financial reporting and
internal controls of the Company and any changes required in the
originally planned audit program;

7. Meeting with the internal auditors on an ongoing basis to review:

(a)Audit results;
(b)Reports on exposures/controls, irregularities and control failures;
(c)The disposition of recommendations for improvements in internal control
made by internal and external auditors; and
(d)Any changes required in the originally planned audit program.

8. Reviewing the reports of examinations by regulatory authorities;

9. Monitoring the Company's policies and procedures for the review of
expenses and perquisites of selected members of senior management;

10.Performing any special reviews, investigations or oversight
responsibilities required by the Board of Directors or its Chairperson;

11.Reporting at least once annually to the Board of Directors on the results
of the activities of the Audit Committee, as well as reporting to
shareholders as required in annual meeting proxies;

12.Considering comments by the independent auditors suggesting improvements
in internal accounting controls and the response by management to such
comments;

13.Reviewing this Charter at least annually to re-assess its adequacy and
update its provisions to comply with any changes in NASD listing
standards, SEC law, any other mandatory requirement, or with current "best
practices" standards within the financial reporting industry; and

14.Performing any other task or duty necessary to comply with the law, the
Company's bylaws By-laws, or other responsibilities given to the Audit
Committee by the full board of directors.

III. AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have all authority necessary to accomplish the duties
enumerated in this charter, including duties that are incident to the duties
described herein. The Audit Committee has the authority to consult with internal
or outside legal or other professional counsel to obtain an opinion on any
accounting practice, legal standard, or other question that arises within the
scope of performing Audit Committee duties. Funding shall be provided to the
Audit Committee in order to allow it to complete its duties under this charter
and/or to seek the professional services or consultation it requires. The Audit
Committee is authorized to review all books and records of the Company and to
consult with all employees of the Company.

Exhibit A-2

EXHIBIT B

CERTIFICATE OF AMENDMENT OF
MENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
DIGITAL COURIER TECHNOLOGIES, INC.
----------------------------------

Digital Courier Technologies, Inc. (hereinafter called the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the corporation is Digital Courier Technologies, Inc.

2. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out Article IV thereof and by
substituting in lieu of said Article IV the following new Article IV:

"ARTICLE IV: Immediately upon the effective date of this
Certificate of Amendment of Amended and Restated Certificate
of Incorporation, the Corporation hereby effects a one-for-ten
(1 for 10) reverse stock split with respect to the outstanding
Common Stock of the Corporation, and every ten shares of
outstanding Common Stock shall be combined and converted into
a single share of stock. Subsequent to the reverse stock
split, the total number of shares of stock of all classes
which the Corporation shall have authority to issue is
Seventy-Seven Million Five Hundred Thousand (77,500,000) of
which Seventy-Five Million (75,000,000) shares shall have a
par value of One Hundredth of One Cent ($0.0001) each and
shall be shares of Common Stock (the "Common Stock"), and Two
Million Five Hundred (2,500,000) shares shall have a par value
of One Hundredth of One Cent ($0.0001) each and shall be
shares of preferred stock (the "Preferred Stock")."

3. The amendment of the Amended and Restated Certificate of Incorporation
herein certified has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

4. The effective date of this amendment of the Amended and Restated
Certificate of Incorporation shall be the date of filing.

I further declare under penalty of perjury under the laws of the State
of Delaware that the matters set forth in this certificate are true and correct
of my own knowledge.

Dated: ________________, 200_

------------------------------------
John Hanlon, President and Secretary

Exhibit B-1

Digital Courier Technologies, Inc.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON JANUARY 9, 2002

This Proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints John J. Hanlon with full power of substitution,
as proxy, attorney and agent of the undersigned, to attend the Annual Meeting of
Stockholders of Digital Courier Technologies, Inc., in Tampa, Florida at the
Tampa Airport Marriott at the Tampa International Airport on January 9, 2002 at
10:00 am Eastern Time, and any adjournment or postponement thereof, and to vote
the number of shares the undersigned would be entitled to vote if personally
present on the following:

1. Election of Directors

James J. Condon
John J. Hanlon
Becky Takeda
Evan M. Levine

All directors: ___ For ___ Against ___ Withhold

To withhold authority to vote for any individual nominee, cross
out that individual's name above.

2. Reverse Stock Split ___ For ___ Against ___ Withhold

3. In his discretion, upon any and all such other matters as may
properly come before the meeting or any adjournment or
postponement thereof.

___ For ___ Against ___ Withhold

The Board of Directors recommends a vote FOR each of the above proposals.

THIS PROXY WILL BE VOTED AS SPECIFIED, OR, IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR EACH OF THE ABOVE PROPOSALS.

Date:
-----------------------

- ---------------------------- -------------------------------------
Signature Signature, if held jointly.

Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, as executor, as administrator, trustee,
or guardian, please give full title as such. If a corporation, please sign full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.