Digital Courier Technologies, Inc.
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

March 11, 2002

Dear Fellow Stockholders:

Attached are the notice of annual meeting of stockholders and proxy
statement for the upcoming 2002 Annual Meeting of Stockholders of Digital
Courier Technologies, Inc. The meeting will be held on Thursday, April 18, 2002,
at 10:00 a.m. in Tampa, Florida at the Tampa Airport Marriott. These materials
describe the matters to be considered at the annual meeting. Please review the
materials carefully.

You may have received, or may shortly receive, a document called a
"Consent Statement" from several stockholders requesting that you vote to remove
the current board of directors of Digital Courier Technologies, Inc. and elect
new directors. The stockholder group sending you this document is led by James
Egide, the former Chairman and CEO of DCTI. PLEASE DO NOT SIGN THE STOCKHOLDER
CONSENT THAT THIS GROUP IS REQUESTING. Your Board of Directors believes Egide
and his colleagues are principally responsible for the significant challenges
DCTI's current board and management have been addressing over the past eighteen
months. The attached proxy statement responds to Mr. Egide's contentions and
highlights certain statements and omissions in the Consent Statement which your
Board believes are false and misleading. Please see the sections entitled "The
Board's Response to the Egide Group's Consent Statement" and "The Board's
Program for Maximizing Stockholder Value" on pages 20 through 24.

Whether or not you plan to attend in person, please read the proxy
statement and vote your shares. Each vote is important.

Sincerely,

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

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 18, 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 on Thursday,
April 18, 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 the increase in authorized
common shares from 75,000,000 to 100,000,000; 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 March 11, 2002 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

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

March 11, 2002
Salt Lake City, Utah

DIGITAL COURIER TECHNOLOGIES, INC.

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

PROXY STATEMENT

DATED MARCH 11, 2002

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 18, 2002
(10:00 a.m. Eastern time)

This Proxy Statement dated March 11, 2002 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, on Thursday, April 18, 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 March 12, 2002.

VOTING RIGHTS AND VOTES REQUIRED

The close of business on March 11, 2002 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 March 11,
2002, the Company had outstanding 43,614,448 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 stockholders 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 stockholders 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 38 Vice President Business
Development and Director
Evan M. Levine 36 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 February 11,
2002.

Name Age Position
---- --- --------
Director Nominees
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 38 Vice President Business
Development, Director and nominee
1,2 Evan M. Levine 36 Director and nominee

1Serves on compensation committee.
2Serves 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. Mr. Condon
is currently Chief Executive Officer of SecureMethods, a network security
software company. From December of 2000 until July of 2001 Mr. Condon was a
Senior Advisor with Updata Venture Partners, a venture capital firm located in
Reston, Virginia. 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 and a member of the AICPA.

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. He is
currently Managing Member of Mark Capital LLC, specializing in technology and
biotechnology investments and strategies. From September 1997 to January 2001 he
was a Managing Principal and Portfolio Manager of Brown Simpson Asset
Management, a hedge fund specializing in private equity investments and hedging
strategies. He has over 15 years of experience in investment banking, debt
equity and derivatives trading. Mr. Levine has completed MBA course work at New
York University Stern School of Business and holds a B.A. in Economics and
Finance from Rutgers College, Rutgers University.

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

On January 22, 2002, the Company entered into an agreement with Brown
Simpson Partners I, Ltd. whereby, in exchange for 360 shares of Series D
Preferred Stock, Brown Simpson agreed to surrender all Series A Preferred Stock
of DCTI, all warrants to purchase shares of capital stock of DCTI, and all
registration, anti-dilution or participation rights Brown Simpson may have with
respect to DCTI. In addition, Brown Simpson agreed to release DCTI from any
liability arising from claims it has asserted against DCTI in connection with
the acquisition of DataBank International Ltd. and the delisting of DCTI's stock
by Nasdaq. Each share of Series D Preferred Stock issued to Brown Simpson has a
stated value of $10,000, and is presently convertible into 33,333 shares of
common stock of the Company although Brown Simpson cannot exercise any
conversion rights until May 31, 2002.

On January 7,2002 the Company filed a lawsuit in Federal Court in San
Francisco in response to the "Consent Statement" which was earlier filed by a
group of stockholders led by Mr. James Egide, the Company's onetime Chairman and
CEO (the "Egide Group"). The complaint alleges the Consent Statement is false
and misleading and violates the Securities Exchange Act of 1934 and Securities
and Exchange Commission Rules. In addition, the complaint charges that the
Consent Statement omits material information about DCTI. The Company may seek to
amend its complaint in light of the commencement of a new consent solicitation
by the Egide Group on January 17, 2002 and the expiration of the original
consent solicitation on February 7, 2002. The Company seeks damages and an
injunction prohibiting the Egide Group from soliciting stockholder consents and
prohibiting the voting of any shares pursuant to the Consent Statement until the
Egide Group files a truthful and non-misleading Consent Statement.

On January 15, 2002, the Company converted all outstanding shares of
Series B Preferred Stock, issued on December 31, 2001 to each current member of
the Board of Directors, to a total of 4 shares of common stock. The Company had
authorized the issuance of the Series B Preferred Stock as a short-term
mechanism to protect the stockholders against the Egide Group's false Consent
Statement in the event the Egide Group was permitted, over the Holidays, to
commence soliciting stockholders before the Company had an opportunity to
respond. Since December 31, 2001, the Company has taken several actions to
ensure a fair election process. The Company has sent a letter to stockholders
and has taken other steps to inform the stockholders of key facts, including the
fact that Egide was Chairman of the Board and CEO when certain acquisitions were
consummated for which the Company has had to report more than $188 million in
write downs and that Egide was Chairman and CEO when various merchants were
allowed to process with the Company without proper authorization, which has cost
the Company over $7 million in uncollectible chargebacks and fines.

During the year ended June 30, 2000, the Company acquired certain
assets from the MasterCoin entities. These entities were partially owned by
stockholders 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
stockholder 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 stockholders $500,000 each. These Notes were due at
June 30, 2000. The four stockholders 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 stockholders 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 stockholder 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 Mr. Marshall
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. Mr. Marshall received the shares in the course of the Company's
acquisition of DataBank in October, 1999. Mr. Marshall 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 notwithstanding his demands that it do so. In July 2001, Mr. Marshall
filed a lawsuit against the Company in federal court in Salt Lake City, Utah.
The complaint sought damages of $10,500,000. Following an investigation by the
Company's outside counsel, the Company negotiated a settlement whereby Mr.
Marshall was issued 3,500,000 shares of the Company's restricted common stock.
As part of the settlement, Mr. Marshall granted the Company's current Chairman
an irrevocable proxy to vote these shares for a period of up to three years. In
addition, Mr. Marshall 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 are based upon a percentage of the
Company's earnings before interests, taxes, depreciation and amortization, if
any, during each quarter, but the note will have a final maturity date in
October 2004. Interest of 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 Mr. Marshall agreed to modify a prior severance
agreement between them. Mr. Marshall 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. Additionally, as part of the
settlement, Mr. Marshall was allowed to keep 70,000 shares of Common Stock
previously committed to be returned to the Company.

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

BDO Seidman, LLP served as the Company's independent public accountant
for the year ended June 30, 2001. A representative of BDO Seidman, LLP will be
available to respond to appropriate questions during the annual meeting.

Management is responsible for the Company's internal controls and the
financial process. The independent public accountant is responsible for
performing an independent audit of the consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes. In this context The Audit Committee of the Board of Directors has
reviewed the audited financial statements of the Company for the fiscal year
ended June 30, 2001 with management. Management represented to the Audit
Committee that the consolidated financial statements were prepared in accordance
with generally accepted accounting principles.

The Audit Committee has discussed the consolidated financial statements
with BDO Seidman, LLP, and the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees) relating to the
conduct of the audit. The Audit Committee has also received written disclosures
and a letter from BDO Seidman, LLP regarding its independence from the Company
as required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), has discussed with BDO Seidman, LLP the
independence of that firm and has considered the compatibility of non-audit
services with the independence of BDO Seidman, LLP.

Based upon the above materials and discussions, the Audit Committee
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 February 11,
2002 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 February 11, 2002, there were 43,614,448 shares of
Common Stock outstanding and 360 shares of Series D Preferred Stock outstanding.
The stockholders listed have sole voting and investment power, except as
otherwise noted.

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

Institutional Stockholders
Series D 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. 13,199,880 (1) 30%
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, 1,800,000 4%
Haywards Heath, 9-17 Perrymount Road
West Sussex, England RH16 3TW
Common Nautilus Management 5,251,250 (2) 12%
c/o DCTI
348 East 6400 South, Suite 200
Salt Lake City, UT 84107
Common (Proponent Group)
James A.Egide 9,404,326 22%
c/o Stoel Rives LLP
201 South Main Street
Suite 1100
Salt Lake City, Utah 84111

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

Officers and Directors
Common Becky Takeda 744,000 (3) 2%
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common James Condon 275,000 (4) __
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common Evan M. Levine 227,750 (5) __
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common John Hanlon 605,575 (6) 1%
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107

Common All Directors and Executive Officers 722,074 (7) 2%
(4 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 February 11, 2002.
(1) Includes 1,200,000 of common stock some of which may be held in street name
and 11,999,880 shares of Common Stock into which the portion of the Series
D Convertible Preferred Stock may be converted by Brown Simpson Partners
after May, 31, 2002.
(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 744,000 shares of Common Stock that Ms. Takeda may acquire on
exercise of options. Does not include 156,000 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of February 11, 2002.
(4) Includes 275,000 shares of Common Stock that Mr. Condon may acquire on
exercise of options within 60 days of February 11, 2002.
(5) Includes 227,750 shares of Common Stock that Mr. Levine may acquire on
exercise of options. Does not include 47,250 shares of Common Stock that
may be acquired on exercise of options that are not currently exercisable
or exercisable within 60 days of February 11, 2002.
(6) Includes 20,000 shares of Common Stock and 585,575 shares of Common Stock
that Mr. Hanlon may acquire on exercise of options. Does not include
382,502 shares of Common Stock that may be acquired on exercise of options
that are not currently exercisable or exercisable within 60 days of
February 11, 2002.
(7) Includes 1,832,325 shares of Common Stock that all Directors and Executive
Officers may acquire on exercise of options. Does not include 585,752
shares of Common Stock that may be acquired on exercise of options that are
not currently exercisable or exercisable within 60 days of February 11,
2002.

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 $ 0 300,000
Former interim CEO 2000 $ 90,000 $ 0 0
Vice Pres. 1999 $ 0 0 0
Business
Development

John J. Hanlon 2001 $ 175,000 $ 0 768,076
Chief Financial 2000 $ 0 $ 0 0
Officer 1999 $ 0 $ 0 0

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 91,875
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.

Digital Courier Technologies, Inc.
Repricing Table

Original Original New Market Price Remaining
Grant Number of Exercise Exercise at Date of Original Term
Name Date Options Price Price Repricing at Repricing
---- ---- ------- ----- ----- --------- ------------
February 16, 2001 Repricing to $0 .49

Hanlon, John 12-Oct-00 102,410 $ 2.906 $ 0.490 $ 0.490 56 Months
Takeda, Becky 12-Oct-00 100,000 $ 2.906 $ 0.490 $ 0.490 56 Months

October 16, 2001 Repricing to $0.096

Hanlon, John 21-Aug-00 409,641 $ 4.188 $ 0.096 $ 0.096 46 Months
Hanlon, John 12-Oct-00 102,410 $ 2.906 $ 0.096 $ 0.096 48 Months (1)
Hanlon, John 16-Feb-01 256,026 $ 0.490 $ 0.096 $ 0.096 52 Months

Takeda, Becky 13-Jan-00 200,000 $ 5.625 $ 0.096 $ 0.096 39 Months
Takeda, Becky 1-Jun-00 200,000 $ 4.813 $ 0.096 $ 0.096 43 Months
Takeda, Becky 12-Oct-00 100,000 $ 2.906 $ 0.096 $ 0.096 48 Months (1)
Takeda, Becky 18-Dec-00 200,000 $ 0.550 $ 0.096 $ 0.096 50 Months

(1) These options were repriced to $.049 on February 16, 2001 and subsequently
repriced to $0.096 on October 16, 2001.

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).
13

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.

[OBJECT 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 $ 180,000 $327,888

Financial Information Systems Design and Implementation Fees -- --

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

Total Fees $ 180,000 $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

INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

General

The Board of Directors recommends that the stockholders approve an
increase in the number of authorized shares of common stock of the Company.
Currently, the Amended and Restated Certificate of Incorporation provides that
the Company is authorized to issue two classes of shares designated as "common
stock" and "preferred stock", respectively. The number of shares of common stock
authorized to be issued is 75,000,000, and the number of shares of preferred
stock authorized to be issued is 2,500,000. The board of directors recommends
that the authorized number of common shares be increased to 100,000,000 shares.
There is no change being recommended in the number of shares authorized
preferred 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

As of March 11, 2002, there were 43,614,448 shares of common stock
outstanding and 360 shares of Series D Preferred Stock each of which are
convertible into 33,333 shares of common stock of the Company as of May 31,
2002. In addition, there were options outstanding covering 4,793,424 common
shares and 1,206,576 shares of common stock reserved for issuance under the
Company's Second Amended and Restated Incentive Plan. These potential issuances
of common stock will reduce the number of remaining shares available for other
corporate purposes and thereby limit the Company's flexibility in future capital
raising and initiation of additional employee benefit plans.

The Board of Directors believes that the increase would provide greater
flexibility to raise capital and satisfy other corporate needs, to provide stock
related employee benefits and to effect stock dividends. Although the Company is
not currently considering any specific acquisition opportunities, the additional
shares would be available for the Company to issue in future acquisitions.

If the proposal is approved, generally no further shareholder approval
would be necessary for the issuance of all or any portion of the additional
shares of common stock and preferred stock, unless required by law or any rule
or regulations to which the Company is subject. Any issuance of common stock
could have a dilutive effect on those shareholders who paid a higher
consideration per share for their stock, depending upon the consideration per
share received by the Company.

Also, future issuances will increase the number of outstanding share
for purposes of cash and non-cash dividends and distributions and for all other
purposes. The availability for issuance of the additional shares and any
issuance thereof, or both, may be viewed as having the effect of discouraging an
unsolicited attempt by another person or entity to acquire control of the
Company.

The proposed amendment to the Amended and Restated Certificate of
Incorporation is set forth in Exhibit B to this proxy statement.

Recommendation

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

THE BOARD'S RESPONSE TO THE EGIDE GROUP'S CONSENT STATEMENT

The Consent Statement contains a number of false and misleading
statements that you should know about. It omits important information you should
know before taking action. Note the following:

o The Consent Statement alleges that the Board of Directors breached its
fiduciary duties by issuing the Series B Preferred Stock on December
31, 2001 to each of the four current members of the Board at a purchase
price of $1.00 per share. The Consent Statement fails to disclose that
these shares were issued to create a mechanism whereby the Company's
stockholders would be assured a fair process for electing directors,
including an opportunity to review accurate and fair proxy
solicitations. The terms of the Series B Preferred Stock allow the
holders, voting as one class, to elect 4 directors ("Series B
directors") who may be removed only by a majority of the then serving
directors, to ensure that a majority of the Board would consist of
directors not associated with the Egide Group. If a Series B director
were removed from the Board the Series B Preferred Stock held by that
director would automatically convert into common stock. The Company
disclosed the issuance of these shares and their purpose of stockholder
protection in a press release dated January 3, 2002, which the Consent
Statement also fails to disclose. In its January 18, 2002 press
release, the Company noted that once it had issued its letter to
stockholders dated January 2, 2002 which contained responses to the
false and misleading allegations in the Consent Statement, and once the
Company had filed a lawsuit in federal district court in San Francisco,
California on January 7, 2002 to enjoin the Egide Group's consent
solicitation, the Company felt that the Series B Preferred Stock was no
longer needed to protect the stockholders who might not (especially
because of the holidays) have had an adequate opportunity to make a
decision on how to vote with respect to the Consent Statement.
Therefore,on January 15, 2002, the Board members converted their Series
B Preferred shares into common, which have the same one vote per share
as the shares of any other holder of common shares. None of these
important facts are disclosed in the Consent Statement.

o The Consent Statement alleges that because additional shares of Series
B Preferred Stock and one share of Series C Preferred Stock remain
unissued, 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.
As noted above, the Board's purpose in issuing the Series B Preferred
was limited to protecting the stockholders from taking action on the
basis of false and misleading statements in the Consent Statement. The
Board recently authorized another class of preferred stock entitled
"Series C Preferred Stock" in anticipation of closing a sale of this
stock to a private investor in an attempt to finance the Company's
operations. The negotiations regarding this investment resulted in a
letter of intent being signed in October 2001. However, the closing of
that transaction was complicated in part by the filing of the Consent
Statement and the closing has failed to occur, so the shares remain
unissued.

o The Consent Statement claims that DCTI's financial performance and
capital position have deteriorated recently and that the company has
reported increasing losses because of decisions by current management.
However, the Consent Statement fails to disclose that these losses are
the result of write-offs for acquisitions DCTI made, and chargeback
losses and MasterCard and Visa fines that resulted from actions taken,
while Egide was Chairman and CEO of the company. These acquisition
losses included amortization and a write-off of $187,877,458, based
upon the review and opinion of independent auditors, for the DataBank
International Ltd. acquisition. The Consent Statement fails to
acknowledge that only five weeks prior to DCTI entering into a letter
of intent to acquire DataBank International Ltd., a group of investors
paid $6,250,000 for 75% of DataBank International Ltd. That earlier
purchase was facilitated by Mr. Egide, and the group of investors
making that purchase included three of Mr. Egide's children, a trust in
the name of Mr. Egide's deceased daughter, as well as several offshore
trusts, the ownership of which remains unclear. Mr. Egide's role in the
DataBank International Ltd. transactions, as well as the fact that the
investor group consisted of Mr. Egide's family and acquaintances was of
concern to the Nasdaq Listing Qualification Panel in the DCTI delisting
proceedings and the Nasdaq Listing and Hearing Review Council in
reviewing the panel's decision on appeal. The Consent Statement also
fails to disclose that the Nasdaq panel and review council found it
troublesome and of concern to the public interest that the acquisition
was conducted without obtaining an independent review and fairness
opinion.

o The Consent Statement fails to mention that R. J. Pittman and Allan
Grosh, two of the nominated directors, and Ken Nagel, a member of the
Proponent Group, were all directors when the DataBank transaction was
approved.

o Board Meeting minutes establish that the purchase of MasterCoin in
April 2000 was promoted by Egide while he was Chairman and CEO. The
Company later learned that MasterCoin Nevada, a company headed by
Egide, received $1.2 million of the total $2.9 million acquisition
price for equipment that was valued at only $300,000 in the course of
the annual audit for the year ended June 30, 2000.

o While he was Chairman and CEO, Egide instructed DCTI personnel to begin
processing for Tsunami Golf Inc. (a principal of which was associated
with G-18 ICE, an account for which DCTI had writeoffs of over S1.5
million the month prior) without properly following DCTI's risk
management procedures. DCTI has subsequently written off over $1.6
million for the fraudulent Tsunami Gold account.

o DCTI also wrote-off losses of approximately $1 million because of
chargebacks arising from transactions from another merchant, Private
Dollar LLC. The Consent Statement fails to disclose that Proponent
Group member Ken Nagel, a former member of DCTI's Board of Directors,
financially benefited while a DCTI director from Private Dollar
transactions through his company, Worldwide Card Acceptance, which
factored the Private Dollar account under Worldwide's processing
account with DCTI. When DCTI's new management disallowed merchant
factoring, Nagel (while still a DCTI Board member) facilitated
establishing a separate merchant account for Private Dollar which DCTI
management was soon forced to terminate for excessive chargeback
activity. DCTI management later learned that Ken Nagel and James
Thompson, a former DCTI vice president, had a direct interest in
Private Dollar, which the Consent Statement also fails to disclose.

o The Consent Statement also questions a settlement agreement DCTI
entered with a third party to resolve a claim arising from DCTI's
failure to file a registration statement as required by a registration
rights agreement entered into as part of DCTI's acquisition of DataBank
International, Ltd. However, the Consent Statement fails to disclose
that a lawsuit demanding $10 million in damages was filed and was
settled on very favorable financial terms. The Consent Statement also
fails to disclose that Egide's actions gave rise to the lawsuit. While
he was Chairman and CEO, Egide either affirmatively or negligently
caused DCTI not to file the registration statement, notwithstanding
instructions by DCTI's Board that a registration statement be filed.

o The Consent Statement alleges that the existing directors have "failed
to perform responsibly and effectively and have wasted the assets and
opportunities of the Company" and that the existing directors should be
removed because of alleged "financial problems." However, since June
2000, DCTI's Board and management have successfully created a compliant
and stable processing program. In that regard, the Company has (1)
upgraded its technology to deliver 99.998% monthly uptimes over the
last 14 months; (2) cleared Visa and MasterCard reviews of its
operations; (3) secured its relationships with its settlement partners;
(4) conducted thorough reconciliation work on all of its merchant
accounts and established a proper flow of funds to safeguard merchant
monies; and (5) removed fraudulent and excessive chargeback merchants
(installed by Egide and other members of the Proponent Group) from
DCTI's program to minimize risk and remain in good standing with credit
card companies and sponsoring banks. In addition, over the last year,
DCTI management has worked with investigative collection agencies to
attempt to collect from several large fraudulent merchants which were
put up on DCTI's system while Egide was Chairman and CEO. Although DCTI
terminated these merchants and several others after June 2000, lack of
proper paperwork and the previous management's failure to follow risk
management procedures regarding these accounts resulted in
approximately $7 million in chargebacks and $1 million in credit card
company fines, all of which DCTI has had to absorb.

o The Consent Statement also alleges that "[u]nder current management,
the Company has spent hundreds of thousands of dollars on reports,
hearings and releases in order to discredit Mr. Egide." In fact, DCTI
retained outside counsel to investigate the DataBank transaction to
satisfy securities laws governing undisclosed related party
transactions which were brought to the Board's attention by a concerned
stockholder. Up to this point, current management has focused on
restoring order, financial controls, and financial health to the
company. Up to now, no special attention has been devoted to Egide
except to the extent current management has had to investigate and
address claims arising from Egide's tenure.

o The Consent Statement alleges the following with respect to
counterclaims DCTI has brought against Ken Nagel:

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
the 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 been consolidated with the Company's Florida
operations and such President was the person authorized to
approved [sic] merchant accounts for Access Services.

The portion of this statement relating to approval of
merchants by "the President of Access Services" is false. This is
confirmed by the then-President of Access Services who has advised DCTI
that, after DCTI acquired Access Services, the ability to approve
merchant accounts and put them into production was transferred to
DCTI's operating facilities under control of DCTI's employees at that
facility, as were all reporting and merchant servicing operations.
Prior to that time, several fraudulent offshore merchants were approved
by Egide and were implemented on the Access Services systems. After
several weeks of operation, the then-President of Access Services
discovered the accounts were fraudulent and shut them down. One of the
account applications was signed by Ken Nagel.

In short, management believes Egide and his group are trying to take control of
DCTI by blaming current management for their own mistakes, mismanagement, and
self-dealing. You as stockholders are being given the misleading impression that
the current Board of Directors and management are responsible for recent losses
and substantial legal and accounting expenses when, to the contrary, these
losses and the costs currently being borne by DCTI are part of the critical
process of cleaning up after Egide, complying with applicable laws and
regulations and restoring stockholder confidence in the Company's integrity.

Therefore, your Board of Directors strongly urges that you take no
action on the Egide consent solicitation.

THE BOARD'S PROGRAM FOR MAXIMIZING STOCKHOLDER VALUE

The Board of Directors believes that its business strategy will best
serve the interests of the Company and its stockholders. The challenging issues
currently facing the Company are summarized above under "The Board's Response to
the Egide Group's Consent Statement." These issues require the Board and
management to provide a strong and sustained response to preserve, protect and
develop the Company's franchise.

The current Board and management have been in place and working to
solve the problems noted above since August, 2000. At that time the structure of
the Company, as created by prior management, included offices in Park City,
Utah, Salt Lake City, Utah, the United Kingdom, Clearwater, Florida, San
Francisco, California and St. Kitts, British West Indies. The Company had 71
employees and consultants and for the three months ended September 30, 2000
monthly expenses averaged $1.198 million (excluding depreciation and
amortization). Under the leadership of the current Board and management, offices
have been closed and employees and consultants have been released in an effort
to streamline operations and reduce expenses. At the same time, the Board
believes that the Company's service level has been enhanced by these actions.
Today the Company employs 24 people and its system runs virtually without
downtime. For the three months ended December 31, 2001 spending averaged $533
thousand per month compared to $1.295 million per month in the three months
ended December 31, 2000 (in each case excluding depreciation and amortization).

The Board and management have instituted various programs to attempt to
increase the Company's merchant base and to expand business conducted with
current merchants. Some of our objectives are to:

o raise customer satisfaction levels through increased emphasis on
service and programs which are customized to better meet client needs;
o expand the Company's range of payment processing products and services;
o license the Company's technology to payment processors and other
industry players;
o develop technology for alternative payment systems in order to leverage
the Company's existing software platform;
o offer multiple processing sites and financial institutions;
o offer faster merchant application approvals;
o offer processing programs in Europe and additional programs in Latin
America;

o minimize product development costs by leveraging the Company's existing
asset base with a view to providing an expanded range of services;
o curtail marketing costs by expanding the use of resellers and referral
agents, who act on a non-salaried, commission-only basis;
o cross-sell programs in multiple locations to our current and expanding
merchant base;
o re-solicit merchants who ceased doing business with the Company due to
dissatisfaction with services provided under prior management;
o adhering to regulations and systems designed to safeguard the Company
against fraud and prevent losses;
o revamp the Company's pricing structure to recoup losses from
unprofitable customers through premium pricing and expand profitable
customer relationships through discount pricing;
o expand the Company's processing capabilities to businesses within
profitable, niche industry;
o evaluate the potential for utilizing the data center as a co-host
location; and
o continue to pursue potential partners and other strategic alternatives.

The current Board believes that this strategy is a reasonable and
appropriate course to pursue in light of the Company's particular strengths and
weaknesses.

OTHER MATTERS

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 2003 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 November 11, 2002 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to such meeting. In addition, if the Company does not receive notice by
January 25, 2003 of any proposal which a stockholder wishes to present from the
floor of the Annual Meeting, then the Company's proxies will be entitled to use
their discretion in voting on the proposal.

Exhibit A-2

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;

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 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 B

CERTIFICATE OF AMENDMENT OFAMENDED 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: The total number of shares of stock of all
classes which the Corporation shall have authority to issue is
One Hundred and Two Million Five Hundred Thousand
(102,500,000), of which One Hundred Million (100,000,000)
shares shall have the par value of One Ten Thousandth of One
Cent ($0.0001) each and shall be shares of common stock (the
"Common Stock"), and Two Million Five Hundred Thousand
(2,500,000) shares shall have the par value of One Ten
Thousandth 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

Digital Courier Technologies, Inc.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON APRIL 18, 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 on April 18, 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. Increase in authorized common shares from 75,000,000 to 100,000,000

___ 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 AND IN THE DISCRETION OF THE PROXIES AS TO
ANY OTHER MATTER WHICH IS PROPERLY BROUGHT BEFORE THE MEETING.

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.