Digital Dispatch Systems Inc.

Incorporated in 1987, Digital Dispatch Systems Inc. is a global provider of mobile data technology with real-time dispatching, computerized routing and scheduling as well as vehicle locating and tracking. The company offers overall system installation, project management, technical consultation, training, and customer support for its application software, mobile and portable data terminals and computers with integrated peripherals, and radio infrastructure network products. Digital Dispatch’s system is used primarily by automobile service providers, namely, airport shuttles, couriers, limousines, public transit, taxis, emergency and roadside assistance. Management is focused on an aggressive growth strategy of accretive acquisitions and expanding its technology through research and development.

A number of acquisitions have established Digital Dispatch as an integrated wireless communication company with a significant geographic presence in Asia and Europe. In 1992, the company purchased the Mobile Data division of Glenayre Technologies Inc. (GEMS:NASDAQ), and in 1999, the Transportation Business Unit of MDSI Mobile Data Solutions Inc. (MMD:TSX). To date, Digital Dispatch has installed more than 58,000 devices in approximately 160 systems throughout 31 countries. The company has four wholly-owned subsidiaries operating in the U.S., U.K., Singapore, and Sweden in addition to one 96%-owned company in India.

On November 4, 2003, the company completed the acquisition of all issued and outstanding shares of Far West Industries Inc. with the exception of a 21% interest owned by Ghai Investments Ltd., a majority shareholder in Digital Dispatch. Digital Dispatch also purchased convertible debentures of Far West for a $250,000 principal amount plus accrued interest. Far West shareholders received 218,881 shares of Digital Dispatch and $159,276 in cash. Pursuant to the agreement, the company transferred the Far West shares and debentures to Ghai in addition to its $5.8 million market appraised land and building to Viksun Enterprise Inc., a wholly-owned subsidiary of Ghai. Digital Dispatch received 636,346 of its shares from Ghai for Viksun’s property purchase and Ghai’s acquisition of the Far West stock and debentures. Subsequently, the Digital Dispatch stock was cancelled, reducing the total number of outstanding shares of the company. Digital Dispatch paid Far West the sum of $400,000 for the amended reorganization agreement. The company also entered into a lease agreement with Viksun to rent the land and building for the next 5 years. With the completion of the acquisition, Digital Dispatch was publicly listed on the TSX on November 11, 2003.

On November 26, 2003, Digital Dispatch released its financial results for the third quarter ended September 30, 2003. For the three month period, the company realized revenues of approximately $8.4 million, a 17% increase over the $7.2 million reported in the prior year. Furthermore, Digital Dispatch’s net earnings improved by 31% to about $1.2 million or $0.11 per share from $886,557 or $0.08 per share posted in 2002. Management stated that the company traditionally has stronger third and fourth quarters compared to the first and second quarters due to the seasonal nature of its sales cycle. Digital Dispatch expects approximately $1.9 million in unbilled receivables recorded during the nine month period to be collected at the end of 2003 and early 2004, as major contracts move into product delivery phase.

On February 11, 2004, the company completed an estimated $17 million private placement of special warrants with an underwriting syndicate led by GMP Securities Ltd. and Sprott Securities Inc. Pursuant to the financing, Digital Dispatch issued approximately 2.8 million special warrants at $6.00 per warrant. Each special warrant entitles the holder to receive one common share in the company. Digital Dispatch received about $15.9 million from the private placement after underwriters’ commissions and expenses. Management stated that the proceeds will be used to further advance the company’s growth strategy.

On March 1, 2004, Digital Dispatch announced that two new sales agreements, totalling more than $1 million, were signed with existing European customers, Taxi Stockholm 150000 AB of Stockholm and Taxi G7 of Paris. Taxi Stockholm placed an initial order for 500 Digital Dispatch SmartCam in-vehicle surveillance systems. Taxi G7 placed an order for 225 mobile computers, bringing the company’s full purchase to 3,500 units.