DIGITAL COURIER TECHNOLOGIES, INC.
136 Heber Avenue, Suite 204
PO Box 8000
Park City, Utah 84060

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 8, 1999

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 at the Company's offices at 1499 Gulf to Bay Boulevard,
Clearwater, Florida on Wednesday, December 8, 1999, at 10:00 a.m. Eastern time,
to consider and act upon the following matters;

1. The election of directors;

2. To approve the Company's Second Amended and Restated Incentive
Plan;

3. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the year ending June 30, 2000;
and

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

Only holders of record of Common Stock of the Company at the close of
business on November 5, 1999 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.

By Order of the Board of Directors

James A. Egide
Chairman of the Board

DIGITAL COURIER TECHNOLOGIES, INC.

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

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 8, 1999

This Proxy Statement 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 at the Company's offices at 1499 Gulf to Bay Boulevard,
Clearwater, Florida, on Wednesday, December 8, 1999, at 10:00 a.m. Eastern time.
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 which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be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 expressing a desire to vote his or her
shares in person.

The cost of the Annual Meeting, 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 also requests banks, brokers and others who hold
Common Stock of the Company in nominee names to distribute annual reports and
Proxy soliciting materials to beneficial owners and shall reimburse such banks
and brokers for reasonable out-of-pocket expenses which they may incur in so
doing.

The Company's principal executive offices are located at 136 Heber
Avenue, Suite 204, P.O. Box 8000, Park City, Utah 84060. This Proxy Statement
and the accompanying Proxy were mailed to stockholders on or about November __,
1999.

VOTING RIGHTS AND VOTES REQUIRED

The close of business on November 5, 1999 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 the record
date, the Company had outstanding _________ shares of common stock, par value
$0.0001 per share (the "Common Stock"), the only outstanding voting security of
the Company. As of the record date, the Company had approximately __
stockholders of record. A stockholder is entitled to cast one vote for each
share 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.

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, FOR the approval of the amendment to the Company's Amended and
Restated Incentive Plan, and FOR the ratification of the selection of Arthur

Andersen LLP as independent public accountants for the Company. As to any other
matter of business which may properly be brought before the Annual Meeting, a
vote may be cast pursuant to the accompanying proxy in accordance with the
judgment and discretion of the person or persons voting the same, although
management does not presently know of any such other matter of business. Votes
withheld by nominee recordholders who did not receive specific instructions from
the beneficial owners of shares will not be treated as votes cast or as shares
present or represented and will reduce the absolute number (although not the
percentage) of affirmative votes needed for approval.

In the election of directors, the eight candidates receiving the
highest number of votes at the Annual Meeting will be elected as directors. In
order to approve the amendment to the Company's Amended and Restated Incentive
Plan, and for ratification of the selection of Arthur Andersen LLP as
independent public accountants of the Company, the affirmative vote of the
holders of a majority of the Common Stock present in person or represented by
proxy and properly voting at the Annual Meeting will be required.

In the event that the votes 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 Meeting, the Chairman of the Meeting may, in his
discretion, adjourn the Annual Meeting from time to time to permit the
solicitation of additional proxies by the Board of Directors.

DIRECTORS AND EXECUTIVE OFFICERS

The stockholders are being asked to elect eight directors to serve
until the next Annual Meeting of Stockholders and until their successors are
duly elected and qualified. The proxies will be voted in favor of the nominees
unless otherwise specifically instructed. Although the Board of Directors does
not anticipate that any nominee will be unavailable for election, in the event
of such occurrence the proxies will be voted for such substitute, if any, as the
Board of Directors may designate.

The eight nominees receiving the highest number of affirmative votes of
the shares entitled to be voted will be elected directors; votes withheld and
broker non-votes have no legal effect.

The following table sets forth certain information with respect to each
director, nominee and executive officer of the Company as of November 5, 1999:

Name Age Position
-------------------- --- ---------------------------------
James A. Egide* 65 Chairman, Chief Executive Officer
and nominee
Don Marshall 40 Director, President and nominee
Mitchell L. Edwards 41 Executive Vice President, Chief
Glen Hartman* 42 Director and nominee
Kenneth M. Woolley* 52 Director and nominee
Thomas Tesmer 53 Director and nominee
David Hicks 31 Director and nominee
Kenneth Nagel 52 Director and nominee
Allan Grosh 58 Director

*Serves on compensation and audit committees.

Nominees. The following individuals have been nominated by the Board of
Directors of the Company to stand for election at the Annual Meeting:

James A. Egide: Director and Chairman

Mr. Egide was appointed as a Director of the Company in January 1995,
Chairman in September 1997 and Chief Executive Officer in March 1999. Since
1990, Mr. Egide has primarily been involved in managing his personal
investments, including multiple international and national business enterprises.
In 1978 he co-founded Carme, a public company, and served as CEO and Chairman of
the Board until 1989 when it was sold. From 1976 until 1980, Mr. Egide's primary
occupation was President and Director of Five Star Industries, Inc., a
California corporation which was a general contractor and real estate developer.
His principal responsibilities were land acquisition, lease negotiations and
financing.

Don Marshall: Director and President

Mr. Marshall has been President since July 1999 and a director since
October 1999. For the past five years he has been developing software and
business solutions for DataBank International, the company he created in
St.Kitts, which we recently acquired. He is a professional engineer with a
doctoral education in the field of instrumentation and control. Mr. Marshall is
also one of the owners of Caribe Yachts, a privately owned yacht construction
company in St.Kitts. He is managing director of DataBank as well as sitting on
the Board of Directors of Caribe Yachts Ltd.

Mitchell L. Edwards: Director, Executive Vice President and Chief Financial
Officer

Mr. Edwards has been Executive Vice President and Chief Financial
Officer of the Company since June 1998. From June 1997, he was Senior Vice
President / Finance and Legal of DataMark Holding, Inc., the public company
which acquired Digital Courier Technologies. From 1995 until joining the
Company, Mr. Edwards was Managing Director of Law and Business Counselors, a
mergers and acquisitions and corporate finance consulting firm with offices in
California and Utah, and prior to that was a Partner in the law firm of Brobeck,
Phleger & Harrison in Los Angeles. Mr. Edwards' practice for over 10 years has
specialized in mergers and acquisitions, corporate finance, public offerings,
venture capital and other transactions for emerging and high technology
companies throughout the country. Mr. Edwards received a J.D. from Stanford Law
School, a B.A/M.A. in International Business Law from Oxford University
(Marshall Scholar), and a B.A. in Economics from Brigham Young University
(Valedictorian). He has also worked at the White House and at the United States
Supreme Court.

Kenneth M. Woolley: Director

Mr. Woolley has been a founder and director of several companies. Mr.
Woolley served on the Board of Directors of Megahertz Holding Corporation, the
leading manufacturer of fax/modems for laptop and notebook computers until
February 1995. Prior to the merger of Megahertz and VyStar Group, Inc. in June
1993, Mr. Woolley had served as President of the parent company. Since 1979, Mr.
Woolley has been a principal in Extra Space Management, Inc. and Extra Space
Storage, privately held companies engaged in the ownership and management of
mini-storage facilities. Since 1989, Mr. Woolley has been a partner in D.K.S.
Associates, and since 1990 a director and executive officer of Realty
Management, Inc., privately held companies engaged in the ownership and
management of apartments, primarily in Las Vegas, Nevada. Mr. Woolley is a
director of Cirque Corporation. Mr. Woolley also serves as an associate
professor of business management at Brigham Young University. Mr. Woolley holds
a B.A. in Physics from Brigham Young University, an M.B.A. and a Ph.D. in
Business Administration from the Stanford University Graduate School of
Business. Mr. Woolley is available to the Company on a part-time, as needed
basis.

Glen Hartman: Director

Mr. Hartman has been a director of the Company since July 1998. Mr.
Hartman is the founder, principal and a member of the board of directors of
Cosine Communications, Inc. since 1996. Mr. Hartman is also the founding general
partner of Falcon Capital, LLC, a private equity investment company,
specializing in technology companies since 1995. From 1992 to 1995 Mr. Hartman
served as CEO and Chairman of Apex Data, a computer peripherals manufacturing
company. Mr. Hartman holds a B.A. in Economics from UCLA.

Tom Tesmer: Chief Technology Officer and Director

Mr. Tesmer has been Chief Technology Officer since July 1999 and a
director since October 1999. He is also the President of Access Services, a
company that he founded in August, 1997, and which Digital Courier acquired in
April, 1999. Mr. Tesmer has over 25 years of senior management experience in the
electronic funds transfer data processing business, all within the on-line and
batch processing services environments. From 1993-1997 he worked for Southeast
Switch, Inc. as Vice President and Director, POS Technologies Division

David Hicks: Director

Mr. Hicks has been a director of the Company since October 1999. He
studied business management in the United Kingdom before coming to the Caribbean
five years ago. Mr. Hicks is a Director of Caribe Yachts, a privately owned
yacht construction company in St. Kitts and a Director of DataBank. He brings to
DataBank his experience in dealing with international and European banks.

Kenneth Nagel: Director

Mr. Nagel is the President of Secure-Bank.com, a company that he
co-founded in 1997, and which Digital Courier acquired in June, 1999. For the
past more than 10 years, Mr. Nagel has been developing software and business
solutions for the company he co-founded. In October, 1999 he was appointed as a
Director of the Company. Mr. Nagel has been employed in the payment processing
industry since 1980.

Meetings. The Board of Directors held eight meetings in fiscal 1999.
The Board of Directors has appointed a Compensation Committee consisting of Mr.
Egide, Mr. Woolley and Mr. Hartman. The Compensation Committee, which is
responsible for reviewing and recommending the approval to the Board of
Directors of compensation of the officers of the Company, met two times during
fiscal 1999. The Audit Committee, comprised of Mr. Egide, Mr. Woolley and Mr.
Hartman, is responsible for periodically reviewing the financial condition and
the results of audits of the Company with its independent public accountants.
The Audit Committee met one time in fiscal 1999.

Non-employee directors are reimbursed their out-of-pocket expenses for
attending Board and Committee meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding Common Stock of
the Company beneficially owned as of November 15, 1999 by: (i) each person known
by the Company to beneficially own 5% or more of the outstanding Common Stock,
(ii) each director and director nominee, (iii) each executive officer named in
the Summary Compensation Table, and (iv) all officers and directors as a group.
As of November 15, 1999, there were 35,153,928 shares of Common Stock
outstanding and 360 shares of Preferred Stock outstanding.

Amount of Percentage
Names and Addresses of Common of Voting
Principal Stockholders Shares Securities
---------------------- ------ ----------

L. H. Trust 995,296
Castletown, Isle of Man
Brown Simpson Strategic Growth Fund, Ltd. 1,183,657 (1)
Fund, L.P.
152 West 57th Street
New York, New York 10019

Brown Simpson Strategic Growth Fund, L.P. 515,902 (2)
Fund, L.P.
152 West 57th Street
New York, New York 10019

Transaction Systems Architects, Inc. 2,250,000 (3)
224 South 108th Avenue
Omaha, Nebraska, 68154

Officers and Directors
----------------------

James A. Egide 1,510,632
136 Heber Avenue, Suite 204
Park City, Utah 84060

Raymond J. Pittman 1,930,127
187 Fremont Street
San Francisco, California 94105

Kenneth M. Woolley 199,500 (4)
136 Heber Avenue., Suite 204
Park City, Utah 84060

Mitchell L. Edwards 294,625 (5)
136 Heber Avenue., Suite 204
Park City, Utah 84060

Glen Hartman 66,667
136 Heber Avenue, Suite 204
Park City, Utah 84060

Donald Marshall 1,360,000
Central Street
Brasseterre, St. Kitts, West Indies

David Hicks 1,200,000
Central Street
Brasseterre, St. Kitts, West Indies

Ken Nagel 1,325,000
1499 Gulf to Bay Boulevard
Clearwater, Florida 33756

Allan Grosh 186,667 (6)
136 Heber Avenue, Suite 204
Park City, Utah 84060

All Directors and Executive Officers 8,073,218
(9 persons)

* Assumes exercise of all exercisable options and warrants held by listed
security holders which can be acquired within 60 days from November , 1999.

(1) Includes 520,000 shares which Brown Simpson Ltd. may acquire upon exercise
of warrants. Does not include Series A Convertible Preferred Stock which is
convertible into 444,444 shares of common stock which are not currently
convertible.

(2) Includes 280,000 shares which Brown Simpson L.P. may acquire upon exercise
of warrants. Does not include Series A Convertible Preferred Stock which is
convertible into 355,556 shares of common stock which are not currently
convertible.

(3) Includes 1,000,000 shares which Transactions Systems Architects, Inc. may
acquire upon exercise of warrants.

(4) Includes 37,500 shares which Mr. Woolley may acquire on exercise of
options. Does not include 75,000 shares which may be acquired on exercise
of options which are not currently exercisable.

(5) Includes 175,625 shares which Mr. Edwards may acquire on exercise of
options. Does not include 100,000 shares which may be acquired on exercise
of options which are not currently exercisable.

(6) Includes 186,667 shares which Mr. Grosh may acquire on exercise of options.
Does not include 373,333 shares which may be acquired on exercise of
options which are not currently exercisable.

The stockholders listed have sole voting and investment power, except as
otherwise noted.

EXECUTIVE COMPENSATION

The following table sets forth the aggregate cash compensation paid by
the Company for services rendered during the last three years to the Company's
Chief Executive Officer as of June 30, 1999 and to each of the Company's other
executive officers whose annual salary and bonus exceeded $100,000.

Summary Compensation
Long-Term
Annual Compensation Compensation
------------------- ------------
Other Annual
Name and Principal Year Ended Salary Bonus Compensation Options/SARs
Position June 30 ($) ($) ($) (#)
-------- ------- --- --- --- ---

James A Egide 1999 $ 4,000 $ 0 0
Director, Chairman, 1998 0 $ 0 0
Chief Executive
Officer

Mitchell L. Edwards 1999 $ 169,792 $ 70,000 215,000
Director, Executive 1998 $ 150,000 $ 25,000 215,000
Vice President, Chief
Financial Officer

Raymond J. Pittman 1999 $ 142,500 $ 0 0
Director, Senior Vice 1998 0 $ 0 0
President - Public
Relations

Compensation of the executive officers may be increased from time to time as
recommended by the compensation committee and approved by the Board of
Directors.

Stock Options Granted in Last Fiscal Year

Potential Realizable Value
as Assumed Annual Rates
of Stock Price Appreciations
Individual Grants for Option Term
- -------------------------------------------------------------------------------------------------------------
% of Total
Options
Granted to
Options Employees Exercise Expiration 5% 10%
Name Granted (#) in 1999 Price Date ($)
- -------------------------------------------------------------------------------------------------------------

Mitchell L. 150,000 9.0% $5.75 Mar. 2004 $ 43,125 $ 86,250
Edwards
- -------------------------------------------------------------------------------------------------------------
Allan J. 125,000 7.5% $5.75 Mar. 2004 35,938 71,875
Grosh
- -------------------------------------------------------------------------------------------------------------
Allan J. 435,000 26.0% $5.85 Jun. 2004 127,238 254,475
Grosh
- -------------------------------------------------------------------------------------------------------------
Total 710,000 42.5% $206,301 $ 412,600
============ ============ ========= =========
- -------------------------------------------------------------------------------------------------------------

Aggregated Option Exercises and Year-End Option Values in Fiscal 1999

The following table summarizes for each of the named executive officers
of the Company the number of stock options, if any, exercised during fiscal
1999, the aggregate dollar value realized upon exercise, the total number of
unexercised options held at June 30, 1999 and the aggregate dollar value of

in-the-money unexercised options, if any, held at June 30, 1999. 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, 1999 is the difference between its
exercise price and the fair market value of the underlying stock on June 30,
1999, which was $5.875 per share based on the closing bid price of the Common
Stock on June 30, 1999. 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.

Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at 6/30/99 6/30/99
------------------ -------
Shares
Acquired Value
on Realized
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------

Allan J. Grosh 0 $ 0 41,667 518,333 $ 5,208 $ 21,292

Mitchell L. Edwards 110,308 $ 568,388 166,971 100,000 $ 371,784 $ 12,500

Stock Option Plan

The Company has adopted the 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
2,500,000 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 a committee (the "Option Committee")
currently consisting of 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 Option Committee, 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, 1999, options to purchase 1,778,971
shares of Common Stock were outstanding under the Plan.

Compensation of Directors

The Company's non-employee Directors are not currently compensated for
attendance at Board of Director meetings. Non-employee directors may be granted,
on an ad hoc basis, stock options upon being appointed to the Board. The Company
may adopt a formal director compensation plan in the future. All of the
Directors are reimbursed for their expenses for each Board and committee meeting
attended.

COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

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
and the National Association of Securities Dealers. 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 last fiscal year all applicable 16(a)
filing requirements were met.

CERTAIN TRANSACTIONS

During the year ended June 30, 1994, the Company made cash loans to two
officers totaling $46,000, which were settled during the year ended June 30,
1995, except for $1,000 which was settled during the year ended June 30, 1997.

Prior to July 1, 1994, the Company had borrowed money from certain
officers. Additional borrowings of $50,000 and $129,500 were made during the
years ended June 30, 1996 and 1995, respectively. Principal payments on these
notes were $1,666, $199,500, and $2,152 during the years ended June 30, 1997,
1996 and 1995, respectively. The amounts due on these loans at June 30, 1998,
1997 and 1996 were $0, $0 and $1,666, respectively.

During the year ended June 30, 1997, the Company negotiated services
and equipment purchase agreements with CasinoWorld Holdings, Ltd., Cybergames,
Inc., Online Investments, Inc. and Barrons Online, Inc., companies in which Mr.
Egide, one of the Company's directors and stockholders has an ownership
interest. Under the agreements, the Company provided software development
services, and configured hardware and other computer equipment.

During the year ended June 30, 1999, the Company made a cash loan to an
officer in the amount of $56,000, which was settled in full in July 1999.

In connection with the acquisition of SB.com in June 1999, the Company
made cash loans of $500,000 to each of four officers of SB.com. in exchange for
promissory notes. The notes accrue interest at a rate of six percent per annum
and are due in full June 30, 2001 or sooner if the makers receive proceeds from
the sale of Company stock. During the year ended June 30, 1994, the Company made
cash loans to two officers totaling $46,000, which were settled during the year
ended June 30, 1995, except for $1,000 which was settled during the year ended
June 30, 1997.

COMPENSATION COMMITTEE REPORT

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 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. Bonuses are awarded only in
circumstances when, in the Compensation Committee's subjective judgment, a
particular executive had exceptional performance during the prior year.

The Compensation Committee believes that Mr. Edwards' contribution to
the Company in fiscal 1998 justifies the bonus he received and the stock options
he was granted.

The Compensation Committee:

James A. Egide
Kenneth M. Woolley
Glen Hartman

PERFORMANCE GRAPH

The following chart shows how $100 invested as of June 30, 1995, in
shares of the Company's Common Stock would have grown during the two-year period
ended June 30, 1999, 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 500 Index.

The Company's Common Stock began to be quoted on the OTC Bulletin Board
in January 1995, prior to that time there was no public market for the
securities of the Company's predecessor and the Company is not aware of any
quotations for its securities during that period.

Chart Comparison of Four Year Cumulative Total Return
Digital Courier Technologies, Inc., S&P 500 Index, and S&P Technology Index

- --------------------------------------------------------------------------------------------------------------
Company/Index Name 1995 1996 1997 1998 1999
------------------ ---- ---- ---- ---- ----
Digital Courier

Technologies (DCTI) $100.00 $3,400.00 $800.00 $2,500.00 $1,566.67
- -------------------------------------------------------------------------------------------------------------
S&P 500 Index 100.00 123.11 162.49 208.14 251.99
- -------------------------------------------------------------------------------------------------------------
S&P Technology 100.00 118.29 179.06 239.68 394.31
- --------------------------------------------------------------------------------------------------------------

PROPOSAL No. 1
ELECTION OF DIRECTORS

Pursuant to the Articles of Incorporation of the Company, the Board of
Directors is to be comprised of not fewer than three members. The term of the
directors is to be for a period of one year or until their successors are duly
elected and qualified. Accordingly, the directors elected at this meeting will
serve until the next annual meeting to be held in 2000, or until their
successors are elected and qualified. The persons named in the enclosed form of
Proxy will vote the shares represented by such Proxy FOR the election of the
nominees for director named below. The nominees are:

Name of Nominee Age Current Position
James A. Egide 65 Chairman, Chief Executive Officer

Don Marshall 40 Director, President

Mitchell L. Edwards 41 Director, Executive Vice

Kenneth M. Woolley 52 Director

Glen Hartman 42 Director

Thomas Tesmer 53 Director

David Hicks 31 Director

Kenneth Nagel 52 Director

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

Pursuant to the Company's Amended and Restated Certificate of
Incorporation, every holder of Common Stock voting for the election of directors
is entitled to one vote for each share of Common Stock. A stockholder may vote
each share once for one nominee to each of the director positions being filled,
and there is no cumulative voting.

Proxies solicited hereby (other than Proxies in which the vote is
withheld as to one or more nominees) will be voted for the candidates standing
for election as directors nominated by the Board. 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.

The Board of Directors unanimously recommends a vote FOR each of the
director nominees.

PROPOSAL No. 2

APPROVAL OF SECOND AMENDED AND RESTATED
DIGITAL COURIER TECHNOLOGIES, INC. INCENTIVE PLAN

The Board of Directors has adopted and recommends that shareholders
vote to approve the Second Amended and Restated Digital Courier Technologies,
Inc. Incentive Plan (the "Incentive Plan"). The Incentive Plan will, if
approved, amend and restate the Amended and Restated Digital Courier
Technologies, Inc. Incentive Plan (the "Existing Plan") in its entirety. If the
Incentive Plan is not approved, the Existing Plan will remain in effect in its
present form. The principal substantive differences between the Incentive Plan
and the Existing Plan are the following:

o The Incentive Plan increases the number of shares of Common
Stock that may be the subject of Options and Awards from
2,500,000 to 6,000,000; and

o In order to maximize the Board of Directors' flexibility in
granting Options and Awards pursuant to the Incentive Plan,
the Incentive Plan eliminates the following restrictions
contained in the Existing Plan:

(i) Restriction capping the aggregate grants of Options
and Awards to any Eligible Individual to 350,000
Shares per calendar year;
(ii) Restriction limiting the maximum dollar amount that
any Eligible Individual may receive during the term
of the Existing Plan in respect of Performance Units
denominated in dollars to 100% of the aggregate base
salary of such Eligible Individual; and
(iii) Restriction preventing the aggregate Fair Market
Value of Shares with respect to which Incentive Stock
Options granted under the Existing Plan become
exercisable for the first time by an Optionee during
any calendar year from exceeding $1,000,000.

The terms of the Incentive Plan are summarized below. Capitalized terms used
herein will, unless otherwise defined, have the meanings assigned to them in the
text of the Incentive Plan, which is attached to this Proxy Statement as Annex
I.

General

The Incentive Plan is intended to promote the interests of the Company
and its stockholders by providing directors, officers, employees and others who
are expected to contribute to the success of the Company with appropriate
incentives and rewards to encourage them to enter into and continue in the
employ of the Company and to acquire a proprietary interest in the long-term
success of the Company, thereby aligning their interest more closely to the
interest of the stockholders.

The Incentive Plan is intended to comply with the requirements of Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as
amended. In addition, the Incentive Plan may provide performance-based
compensation so as to be eligible for compliance with Section 162(m) ("Section
162(m)") which denies a deduction by an employer for certain compensation in
excess of $1 million per year paid by a publicly traded corporation to the
following individuals who are employed at the end of the employer's taxable year
("Covered Employees"): the chief executive officer and the four most highly
compensated executive officers (other than the chief executive officer), for
whom compensation disclosure is required under the proxy rules. Certain
compensation, including compensation based on the attainment of performance
goals, is excluded from this deduction limit if certain requirements are met.
Among the requirements for compensation to qualify for this exception is that
the material terms pursuant to which the compensation is to be paid be disclosed

to and approved by the stockholders in a separate vote prior to the payment.
Accordingly, if the Incentive Plan is approved by stockholders and the other
conditions of Section 162(m) relating to performance-based compensation are
satisfied, compensation paid to Covered Employees pursuant to the Incentive Plan
will not be subject to the deduction limit of Section 162(m).

Summary of Terms

The Incentive Plan authorizes an aggregate of 6,000,000 shares of
Common Stock that may be subject to awards, subject to adjustment as described
below. Such shares may be authorized and unissued shares, treasury shares or
shares acquired by the Company for purposes of the Incentive Plan. Generally,
shares subject to an award that remain unissued upon expiration or cancellation
of the award will be available for other awards under the Incentive Plan. In the
event that the Compensation Committee of the Board of Directors (the
"Committee") determines that any dividend or other distribution, stock split,
recapitalization, reorganization, merger or other similar corporate transaction
or event affects the Common Stock such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of the Optionees,
Grantees or participants under the Incentive Plan, then the Committee will make
such equitable changes or adjustments as it deems necessary to the aggregate
number of shares available under the Incentive Plan, the number of shares
subject to each outstanding award, and the exercise price of each outstanding
option or stock appreciation right.

Awards under the Incentive Plan may be made in the form of (i)
Incentive Stock Options, (ii) Non-Qualified Stock Options, (iii) Stock
Appreciation Rights, (iv) Dividend Equivalent Rights, (v) Performance Awards and
(vi) Restricted Stock. Awards may be granted to such directors, officers,
employees and others expected to contribute to the long-term success of the
Company and its subsidiaries as the Committee shall, in its discretion, select.

The Incentive Plan will be administered by the Committee which shall,
at all times, consist of two or more persons each of whom is an "outside
director" within the meaning of Section 162(m) and a non-employee director
within the meaning of Rule 16b-3. The Committee is authorized, among other
things, to construe, interpret and implement the provisions of the Incentive
Plan, to select the persons to whom awards will be granted, to determine the
terms and conditions of such awards and to make all other determinations deemed
necessary or advisable for the administration of the Incentive Plan.

Awards Under the Plan

Stock Options. The Committee will determine each option's expiration
date; provided, however, that no incentive stock opinion may be exercised more
than ten years after the date of grant. The purchase price per share payable
upon the exercise of an option (the "option exercise price") will be established
by the Committee, but may be no less than the Fair Market Value of a share of
Common Stock on the date of grant. The option exercise price shall be paid, as
determined by the Committee in its discretion, in one of the following forms (or
any combination thereof): (i) in cash, (ii) authorization for the Company to
retain from the total number of Shares as to which the option is exercised that
number of Shares having a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which the option is exercised,
(iii) delivery of a properly executed exercise notice together with such other
documentation as the Committee and the broker, if applicable, shall require to
effect an exercise of the option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price and any applicable income or
employment taxes, (iv) the transfer of Shares to the Company upon such terms and
conditions as determined by the Committee, (v) any combination of the foregoing
methods of payment, or (vi) any other method approved by the Committee.

Stock Appreciation Rights. Stock appreciation rights ("SARs") may be
granted in connection with all or any part of, or independently of, any option
granted under the Incentive Plan. SARs granted independently of any option will
be subject to such terms and conditions as to exercisability, vesting and
duration as the Committee may determine. SARs granted in tandem with any stock

option will be exercisable only when and to the extent the option to which they
relate is exercisable. The grantee of SARs has the right to surrender the SARs
and receive from the Company, in cash, an amount equal to the excess of the Fair
Market Value of a share of Common Stock over the exercise price of the stock
appreciation right for each share of Common Stock in respect of which such SARs
are being exercised.

Dividend Equivalent Rights. Dividend Equivalent Rights ("DERs") entitle
the holder to receive all or some portion of the cash dividends that are or
would be payable with respect to Shares. DERs may be granted in tandem with an
Option or Award, and may be payable currently or deferred until the lapsing of
the restrictions on the DERs or until the vesting, exercise, payment, settlement
or other lapse of restrictions on the related Option or Award. The terms and
conditions applicable to each DER shall be specified in the Agreement under
which the DER is granted. DERs may be settled in cash or Shares or a combination
thereof, in a single installment or multiple installments.

Performance Awards. Performance Units and Performance Shares will be
awarded as the Committee may determine, and the vesting of Performance Units and
Performance Shares will be based upon our attainment of specified performance
objectives to be expressed by the Committee in terms of earnings per Share,
Share price, pre-tax profits, net earnings, return on equity or assets,
revenues, EBITDA, market share or market penetration, or any combination of the
foregoing (the "Performance Objectives"). The Agreements evidencing the Award of
Performance Units or Performance Shares will set forth the terms and conditions
thereof including those applicable in the event of the Grantee's termination of
employment.

Performance Units may be denominated in dollars or in Shares, and
payments in respect of Performance Units will be made in cash, Shares, Shares of
Restricted Stock or any combination of the foregoing, as determined by the
Committee. Payments in respect of vested Performance Units will be made after
the last day of the time period specified by the Committee (the "Performance
Cycle") to which the Award relates, unless the Award Agreement provides for
deferred payment. Performance Units vest when and to the extent the Performance
Objectives are satisfied for the Performance Cycle.

The Committee shall provide, at the time an Award of Performance Shares
is made, the time at which the actual Performance Shares represented by such
Award shall be issued to Grantee; provided, however, that no Performance Shares
shall be issued until the Grantee has executed an Agreement evidencing the
Award, the appropriate blank stock powers and, in the discretion of the
Committee, an escrow agreement and any other documents which the Committee may
require. At the discretion of the Committee, Performance Shares issued in
connection with an Award shall be deposited together with the stock powers with
an escrow agent designated by the Committee. The Committee may determine whether
the Grantee shall have, upon delivery of the Performance Shares to the escrow
agent, all of the rights of a stockholder with respect to such Shares, including
the right to vote and to receive dividends. Until any restrictions upon the
Performance Shares shall have lapsed, such Performance Shares may not be
transferred in any manner, nor may they be delivered to the Grantee.
Restrictions upon Performance Shares awarded hereunder shall lapse and such
Performance Shares shall become vested at such time and on such terms,
conditions and satisfaction of Performance Objectives as the Committee may, in
its discretion, determined at the time an Award is granted.

At the time the Award of Performance Shares is granted, the Committee
may determine that the payment to the Grantee of dividends declared or paid on
the Performance Shares represented by such Award which have been issued us to
the Grantee shall be (i) deferred until the lapsing of the restrictions imposed
upon such Performance Shares and (ii) held by us for the account of the Grantee
until such time. The Committee may determine whether deferred dividends are to
be reinvested in Shares or held in cash and, if held in cash, whether to pay
interest on the account and the rate of such interest. Payment of such deferred
dividends shall be made upon the lapsing of restrictions on the Performance
Shares, and any dividends deferred in respect of any Performance Shares shall be
forfeited upon the forfeiture of such Performance Shares.

Upon the lapse of the restrictions on Performance Shares, the Committee
shall cause a stock certificate to be delivered to the Grantee, free of all
restrictions under the Incentive Plan. The Committee may modify or accept the
surrender of outstanding Performance Awards and grant new Performance Awards in
substitution for them, but no such modification may adversely alter the Award
without the Grantee's consent.

Restricted Stock. The Committee will determine the terms of each
Restricted Stock Award at the time of grant, including the price, if any, to be
paid by the Grantee for the Restricted Stock, the restrictions placed on the
Restricted Stock, and the time or times when the restrictions will lapse. In
addition, at the time of grant, the Committee, in its discretion, may decide:
(i) whether any dividends declared or paid on the Restricted Stock by us will be
paid to Grantee or will be held for the account of the Grantee until the
restrictions imposed on the Restricted Stock lapse, (ii) whether any deferred
dividends will be reinvested in additional Shares or held in cash, (iii) whether
interest will be accrued on any deferred dividends held in cash and (iv) whether
any stock dividends paid will be subject to the restrictions applicable to the
Restricted Stock Award. Payment of deferred dividends in respect of Restricted
Stock will be made upon the lapsing of the applicable restrictions. Dividends
deferred in respect of Restricted Stock shall be forfeited upon forfeiture of
such Restricted Stock.

Restricted Stock shall be issued in the name of the Grantee after the
Award is granted, provided that the Grantee has executed an Agreement evidencing
the Award, the appropriate blank stock powers and, in the discretion of the
Committee, an escrow agreement and any other documents which the Committee may
require as a condition to the issuance of the Restricted Stock. Unless the
Committee provides otherwise in the Agreement, the Grantee shall have all of the
rights of a stockholder with respect to Restricted Stock, including the right to
vote and to receive dividends. Restricted Stock may not be transferred in any
manner, nor delivered to the Grantee, until all restrictions upon the Restricted
Stock have lapsed. Unless otherwise provided at the time of grant, the
restrictions on the Restricted Stock will lapse upon a Change in Control. Upon
the lapse of the restrictions on the Restricted Stock, the Committee shall cause
a stock certificate representing such Restricted Stock to be delivered to the
Grantee, free of all restrictions under the Incentive Plan. The Committee may
modify outstanding Awards of Restricted Stock or accept the surrender of
outstanding Restricted Stock (to the extent the restrictions on such Restricted
Stock have not yet lapsed) and grant new Awards in substitution for them.

Amendment of Incentive Plan and Change in Control

The Board may suspend, discontinue, revise, terminate or amend the
Incentive Plan at any time; provided, however, that stockholder approval will be
obtained if and to the extent that the Board deems it appropriate to satisfy
Section 162(m).

In the event of a Change in Control (as defined in the Plan), all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable. In addition, to the extent set forth in an
Agreement evidencing the grant of an Employee Option, an Optionee will be
permitted to surrender to us for cancellation within sixty (60) days after such
Change in Control any Employee Option or portion of an Employee Option to the
extent not yet exercised and the Optionee will be entitled to receive a cash
payment in an amount equal to the excess, if any of (x) (A) in the case of a
Nonqualified Stock Option, the greater of (1) the fair market value, on the date
preceding the date of surrender, of the Shares subject to the Employee Option or
portion thereof surrendered or (2) the Adjusted Fair Market Value (as defined in
the Plan) of the Shares subject to the Employee Option or portion thereof
surrendered or (B) in the case of an Incentive Stock Option, the fair market
value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or a portion thereof surrendered, over (y) the aggregate
purchase price for such Shares under the Employee Option or portion thereof
surrendered. In the event an Optionee's employment with, or service as a
Director of, us is terminated by us following a Change in Control, each Option
held by the Optionee that was exercisable as of the date of termination of the
Optionee's employment or service shall remain exercisable for a period ending
not before the earlier of (A) the first anniversary of the termination of the
Optionee's employment or service or (B) the expiration of the stated term of the
Option.

In the event of a Change in Control of Digital Courier, all SARs become
immediately and fully exercisable. In addition, to the extent set forth in a
particular SAR Agreement, a Grantee may receive cash or Shares with a value
equal to the excess, if any, of (A) the greater of (1) the fair market value, on
the date preceding the exercise, of the Shares subject to the SAR exercise and
(2) the Adjusted Fair Market Value of the Shares on such date of such Shares
over (B) the fair market value, on the date the SAR was granted, of the Shares
subject to the SAR exercised. If a Grantee's employment with us is terminated by
us following a Change in Control, SARs held by the Grantee that were exercisable
on the date of termination shall remain exercisable for a period ending not
before the earlier of (i) the first anniversary of the termination or (ii) the
expiration date of the SAR.

In the event of a Change in Control, unless otherwise determined by the
Committee, all Performance Units will vest and the Grantee shall be entitled to
receive in respect of all Performance Units which become vested as a result of a
Change in Control a cash payment within ten (10) days after such Change in
Control in an amount as determined by the Committee at the time of the Award of
such Performance Unit and as set forth in the Agreement. With respect to
Performance Shares, unless otherwise determined by the Committee, restrictions
shall lapse immediately on all Performance Shares. The Agreements evidencing
Performance Shares and Performance Units shall provide for the treatment of such
Awards (or portions thereof) which do not become vested as the result of a
Change in Control, including, but not limited to, provisions for the adjustment
of applicable Performance Objectives.

In the event of a Change in Control, unless otherwise determined by the
Committee at the time of the grant of an Award of Restricted Stock, the
restrictions placed upon the Restricted Stock shall lapse.

Notwithstanding the foregoing or anything contained in the Plan or any
Agreement to the contrary, in the event of a Change in Control which is also
intended to constitute a Pooling Transaction, the Committee shall take such
actions, if any, as are specifically recommended by an independent accounting
firm retained by the Company to the extent reasonably necessary in order to
assure that the Pooling Transaction will qualify as such, including but not
limited to (i) deferring the vesting, exercise, payment, settlement or lapsing
of restrictions with respect to any Option or Award, (ii) providing that the
payment or settlement in respect of any Option or Award be made in the form of
cash, Shares or securities of a successor or acquiror of the Company, or a
combination of the foregoing, and (iii) providing for the extension of the term
of any Option or Award to the extent necessary to accommodate the foregoing, but
not beyond the maximum term permitted for any Option or Award.

Plan Benefits

The Company cannot now determine the exact number of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Dividend
Equivalent Rights, Performance Awards and Restricted Stock to be granted in the
future to the executive officers named under the "Executive
Compensation--Summary Compensation Table" below, to all current executive
officers as a group, or to all employees (including executive officers). See
"Executive Compensation--Options Granted in Last Fiscal Year" below for the
number of options granted under the Stock Option Plan to the executive officers
named in the Summary Compensation Table for the year ended June 30, 1999.

Certain Federal Income Tax Consequences

The following discussion is a brief summary of the principal United
States Federal income tax consequences under current Federal income tax laws
relating to awards under the Incentive Plan. This summary is not intended to be
exhaustive and, among other things, does not describe state, local or foreign
income and other tax consequences.

Non-Qualified Stock Options. An Optionee will not recognize any taxable
income upon the grant of a Non-Qualified Stock Option. The Company will not be
entitled to a tax deduction with respect to the grant of a Non-Qualified Stock
Option. Upon exercise of a Non-Qualified Stock Option, the excess of the Fair
Market Value of the Common Stock on the exercise date over the option exercise
price will be taxable as compensation income to the Optionee and will be subject
to applicable withholding taxes. The Company will generally be entitled to a tax
deduction at such time in the amount of such compensation income. The Optionee's
tax basis for the Common Stock received pursuant to the exercise of a
Non-Qualified Stock Option will equal the sum of the compensation income
recognized and the exercise price.

In the event of a sale of Common Stock received upon the exercise of a
Non-Qualified Stock Option, any appreciation or depreciation after the exercise
date generally will be taxed as capital gain or loss and will be long-term
capital gain or loss if the holding period for such Common Stock is more than
one year.

Incentive Stock Options. An Optionee will not recognize any taxable
income at the time of grant or timely exercise of an Incentive Stock Option and
the Company will not be entitled to a tax deduction with respect to such grant
or exercise. Exercise of an Incentive Stock Option may, however, give rise to
taxable compensation income subject to applicable withholding taxes, and a tax
deduction to the Company, if the Incentive Stock Option is not exercised or if
the Optionee subsequently engages in a "disqualifying disposition," as described
below.

A sale or exchange by an Optionee of shares acquired upon the exercise
of an Incentive Stock Option more than one year after the transfer of the shares
to such Optionee and more than two years after the date of grant of the
Incentive Stock Option will result in any difference between the net sale
proceeds and the exercise price being treated a long-term capital gain (or loss)
to the Optionee. If such sale or exchange takes place within two years after the
date of grant of the Incentive Stock Option or within one year from the date of
transfer of the Incentive Stock Option shares to the Optionee, such sale or
exchange will generally constitute a "disqualifying disposition" of such shares
that will have the following results: any excess of (i) the lesser of (a) the
Fair Market Value of the shares at the time of exercise of the Incentive Stock
Option and (b) the amount realized on such disqualifying disposition of the
shares over (ii) the option exercise price of such shares, will be ordinary
income to the Optionee, subject to applicable withholding taxes, and the Company
will be entitled to a tax deduction in the amount of such income. Any further
gain or loss after the date of exercise generally will qualify as capital gain
or loss and will not result in any deduction by the Company.

Stock Appreciation Rights and Dividend Equivalents. Upon the exercise
of a SAR and/or the payment of Dividend Equivalents, the recipient will
recognize ordinary compensation income in the amount of both the cash and the
fair market value of the Shares received upon the exercise of the SAR or the
payment of the Dividend Equivalent, and we will be entitled to a corresponding
deduction. In the event a recipient receives Shares upon the exercise of the SAR
or the payment of the Dividend Equivalent, any Shares so acquired will have a
tax basis equal to their fair market value on the date of such exercise or
payment, and the holding period of the shares will commence on the day following
that date. Upon a subsequent sale of such Shares, any appreciation or
depreciation after the exercise date generally will be taxed as a capital gain
or loss and will be long-term capital gain or loss if the holding period for
such Shares is more than one (1) year.

Performance Shares and Performance Units. Generally, a Grantee will not
recognize any taxable income and we will not be entitled to a deduction upon the
award of Performance Shares or Performance Units. At the time the Grantee
receives the distribution of Shares or cash in respect of the Performance Shares
or the Performance Units, the fair market value of Shares or the amount of any
cash received in payment for such Awards generally is taxable to the Grantee as
ordinary income and, subject to our deduction limitation under Section 162(m) of
the Code, may be deducted by us.

Restricted Stock. The recipient of an award of Restricted Stock will
not recognize any income upon the receipt of Restrict Stock unless the recipient
elects under Section 83(b) of the Code to recognize ordinary income in an amount
equal to the fair market value of the Restricted Stock at the time of receipt.
Such election must be make in writing to the Internal Revenue Service within
thirty (30) days of receipt of the award of Restricted Stock. If the election is
made, the recipient will not be allowed a deduction for amounts subsequently
required to be returned to Digital Courier. If the election is not made, the
recipient will generally recognize ordinary income, on the date that the
restrictions to which the Restricted Stock are subject are removed, in an amount
equal to the fair market value of such Shares on such date, less any amount paid
for such Shares. At the time the recipient recognizes ordinary income, subject
to applicable reporting and withholding requirements, we will generally be
entitled to a deduction in the same amount.

Upon the subsequent sale or other disposition of any Restricted Stock
with respect to which the recipient has recognized ordinary income (i.e., a
Section 83(b) election was previously made or the restrictions were previously
removed), the recipient will realize capital gain or loss in an amount equal to
the difference between the amount realized on the sale or other disposition of
the Restricted Stock and the recipient's basis in such Shares.

For the reasons stated herein, the Board of Directors unanimously
recommends that stockholders vote FOR approval of the AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.

PROPOSAL No. 3
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected Arthur
Andersen LLP as the independent public accountants to audit the consolidated
financial statements of the Company for the fiscal year ending June 30, 1999. A
member of such firm is expected to be present at the Annual Meeting, will have
an opportunity to make a statement if so desired, and will be available to
respond to appropriate questions.

If the stockholders of the Company do not ratify the selection of
Arthur Andersen LLP, or if such firm should decline to act or otherwise become
incapable of acting, or if its employment is discontinued, the Board of
Directors or the Audit Committee will appoint other independent public
accountants.

Ratification of the selection of Arthur Andersen LLP as the Company's
independent public accountants will require the affirmative vote of a majority
of the Common Stock present and properly voting at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

STOCKHOLDER PROPOSALS

Stockholder proposals to be presented at the 2000 Annual Meeting of
Stockholders must be received at the Company's executive offices at 136 Heber
Avenue, Suite 204, P.O. Box 8000, Park City, UT, 84060, addressed to the
attention of the Secretary, by June 5, 2000 in order to be considered for
inclusion in the Proxy Statement and form of proxy relating to such meeting.

ANNUAL REPORT

The Annual Report of the Company for the year ended June 30, 1998 is
being mailed to the stockholders of the Company along with this Proxy Statement.
The Annual Report contains the Company's Annual Report for the year ended June
30, 1998, including the financial statements and management's discussion and
analysis of such financial statements and the report thereon of Arthur Andersen
LLP.

OTHER BUSINESS

The Board of Directors knows of no other business which will be
presented for consideration at the Annual Meeting other than as stated in the
accompanying Notice of Annual Meeting of Stockholders. If, however, other
matters are properly brought before the Annual Meeting, it is the intention of
the persons named in the accompanying form of Proxy to vote the shares
represented thereby on such matters in accordance with their best judgment and
in their discretion, and authority to do so is included in the Proxy.