DATADOT TECHNOLOGY LIMITED — Capital/Financing Update 2009

Apr 19, 2009

DataDot Technology Limited (ACN 091 908 726)

Letter of Offer

NON RENOUNCEABLE RIGHTS ISSUE TO SHAREHOLDERS

TO RAISE $1,720,141

_______

1 New Share for every 1 Share held at the Record Date

$0.01 per New Share

CLOSING DATE: 4 May 2009

This offer is underwritten by KTM Capital Pty Limited (ACN 086 281 950)

This Offer is being made in accordance with section 708AA of the Corporations Act and does not require disclosure under a disclosure document.

This document is important and requires your immediate attention. Carefully read this Letter of Offer in full and consult your stockbroker, solicitor, accountant, licensed financial adviser or other professional adviser if you are in any doubt as to what to do.

This document is not a prospectus. It does not contain all information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the new shares offered by this document.

If you do not lodge an Entitlement and Acceptance Form together with payment by 5.00pm (Sydney time) on 4 May 2009 you will not be issued New Shares in the Company.

TABLE OF CONTENTS

1. DETAILS OF THIS RIGHTS ISSUE

2. ACTION REQUIRED BY SHAREHOLDERS

3. PURPOSE AND EFFECT OF THIS RIGHTS ISSUE

4. RISK FACTORS

5. DEFINITIONS

6. CORPORATE DIRECTORY

SUMMARY OF KEY DATES

Announcement of Rights Issue	24 March 2009
Lodgement Date – , ASX Appendix 3B and first	24 March 2009
cleansing notice lodged with ASX
Dispatch of Appendix 3B information to	3 April 2009
Shareholders
Ex Date – the date on which the Company’s	6 April 2009
shares commence trading without the right to
participate in the Offer
Record Date to determine entitlements of Eligible	14 April 2009
Shareholders under the Offer
Lodgement of second cleansing notice with ASX	20 April 2009
Offer opens – Letter of Offer and Entitlement and	20 April 2009
Acceptance Forms sent to Shareholders
Closing Date for acceptances	4 May 2009
Deferred Settlement – shares will be quoted on	5 May 2009
a deferred settlement basis
Notify ASX of shortfall	7 May 2009
Allotment Date – Allotment of New Shares under	12 May 2009
the Offer
Anticipated despatch of shareholding statements	12 May 2009
and Deferred Settlement trading ends
Trading of New Shares expected to commence	13 May 2009

These dates, and the dates referred to throughout this Letter of Offer, are indicative only. The Company reserves the right to amend this timetable, subject to the Corporations Act and the ASX Listing Rules, including to extend the Closing Date, and accept valid applications either generally or in specific cases after the Closing Date in its absolute discretion.

IMPORTANT NOTICE

Definitions of certain terms used in this Letter of Offer appear in Section 5

Offer

This Letter of Offer is dated 20 April 2009 and contains an offer to Shareholders of the Company as at 7pm (Sydney time) on 14 April 2009 whose registered addresses are in Australia, New Zealand and Singapore. The information contained in this Letter of Offer is important and should be read in full.

Entitlement and Acceptance Forms

The Offer of New Shares in this Letter of Offer is only available for acceptance by Eligible Shareholders. This Letter of Offer does not constitute an offer in any place which, or to any person whom, it would not be lawful to make such an offer. Eligible Shareholders are responsible for ensuring that taking up the Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction.

Eligible Shareholders will receive an Entitlement and Acceptance Form with this Letter of Offer. Return of a duly completed Entitlement and Acceptance Form will constitute a representation that there has been no breach of such regulations.

Eligible Shareholders should rely upon their own knowledge of the Company, refer to disclosures made by it to the ASX, and refer to their professional advisers before deciding whether to accept the Offer.

Foreign Jurisdictions

Where the Letter of Offer has been despatched to a Shareholder domiciled outside Australia, New Zealand or Singapore and where that country’s securities code or legislation prohibits or restricts in any way, the making of the Offers contemplated by the Letter of Offer, the Letter of Offer is provided for information purposes only. Any failure to comply with such prohibitions or restrictions may constitute a violation of applicable securities laws. This Letter of Offer does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make the Offer. No action has been taken to register this Letter of Offer or the Shares, or to otherwise permit an offering of the Shares, in any jurisdiction outside of Australia, New Zealand or Singapore.

Representation

No person is authorised to give any information or make any representations in connection with this Offer other than as contained in this Letter of Offer. Any information or representation in connection with this Offer not contained in this Letter of Offer is not, and may not be relied on as having been, authorised by the Company (or any of its officers).

Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. Access requests must be made in writing to the Company’s registered office.

Letter from the Chairman

Date: 20 April 2009

Dear Shareholder

Invitation to Participate in a Non Renounceable Entitlement Offer

On behalf of the Directors of DataDot Technology Limited (ACN 091 908 726) ( Company ), I am pleased to announce that the Company is implementing an underwritten, pro rata non renounceable rights issue ( Rights Issue ).

The offer is for 1 share for every 1 existing share held at the Record Date at an issue price $0.01 per share. It is anticipated that up to 172,014,102 new ordinary shares in the Company may be issued pursuant to the Rights Issue ( New Shares ), which would raise $1,720,141.

The Company has entered into an Underwriting Agreement with respect to the Rights Issue whereby the Underwriter has agreed to fully underwrite the Rights Issue to the extent that it will subscribe for up to a maximum of 100% of the shares offered under the Rights Issue. If subscriptions for less than 172,014,102 shares under the Rights Issue are received, the Underwriter will subscribe for the difference. The minimum amount to be received by the Company pursuant to the Rights Issue will accordingly be $1,720,141.

The purpose of this Offer is to strengthen the Company’s balance sheet, and to fund general working capital.

Participation in the Rights Issue is entirely voluntary. If you decide to participate, you will receive 1 ordinary share in the Company for every Share that you hold at the Record Date. Alternatively, you may do nothing and thereby retaining your current number of shares although your shareholding will be diluted by the shares issued pursuant to the Offer.

Under the Rights Issue, shareholders are able to purchase additional fully paid ordinary shares in the Company (ranking equally with existing fully paid ordinary shares) without brokerage costs.

The right to participate in the Rights Issue is only available to Australian, New Zealand and Singaporean shareholders who were registered as shareholders of fully paid ordinary shares in the Company at 7.00pm (Sydney time) on 14 April 2009.

The offer is non renounceable and will open on 20 April 2009 and will close at 5.00pm (Sydney time) on 4 May 2009.

The Directors intend to participate in the Rights Issue with respect to their own shareholdings. Some major shareholders of the Company have notified the board of their present intention to take up their full entitlement under the Offer.

The terms and conditions of the Rights Issue are contained in the enclosed Letter of Offer. Please read the Letter of Offer and the Entitlement and Acceptance Form carefully.

Shareholders should be aware that investing in the Company involves certain risks. If you are in any doubt about whether to participate in the Rights Issue, please consult your licensed financial adviser. You may also wish to obtain independent professional advice regarding the possible taxation consequences of your decision.

If you have any queries in relation to this letter, please do not hesitate to contact Registries Limited on (02) 9290 9600.

On behalf of the Directors, I invite you to consider this opportunity to increase your investment in the Company.

Yours faithfully

Allan Farrar Chairman

1. DETAILS OF RIGHTS ISSUE

1.1 This Rights Issue

Datadot Technology Limited ( Company ) is undertaking a non renounceable Rights Issue on the basis of 1 New Share for every 1 Share held, at a price of $0.01 per share, to shareholders who are registered as at the Record Date.

The total number of New Shares which may be issued pursuant to this Rights Issue will be 172,014,102. The amount which may be raised under this Rights Issue will be approximately $1,720,141. The costs associated with this Rights Issue (excluding underwriting costs in 1.9) are estimated at approximately $10,000.

Your Entitlement to be issued New Shares under this Offer is non-renounceable, which means that Eligible Shareholders cannot sell or otherwise transfer all or any part of their Entitlement.

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

Shareholders may do any of the following:

• take up their Entitlement in full;

• take up part of their Entitlement, and allow the balance of their Entitlement to lapse or;

• not take up any of their Entitlement.

The Closing Date and time for acceptance and payment is 5.00pm (Sydney time) on 4 May 2009. The Company reserves the right to extend the Closing Date.

1.2 Allocation

All shareholders will receive their Entitlement, to the extent applied for under the Offer,

The Rights Issue is underwritten. See Sections 1.8 and 3.3 in relation to the Underwriting Agreement. Pending the allocation of New Shares under the Offer, all Application Moneys will be deposited into a separate bank account to be held on trust for so long as required under section 722 of the Corporations Act. Surplus Application Moneys will be returned to the relevant shareholder as soon as practicable, in accordance with section 722 of the Corporations Act. No interest will be paid on returned Application Moneys.

1.3 Your Entitlement to Participate in the Rights Issue and the Record Date

The Record Date for the purpose of the Rights Issue is 7pm (Sydney time) on 14 April 2009. Eligible Shareholders who are registered as the holders of Shares on the Record Date, will be entitled to participate in the Rights Issue. The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. Fractional entitlements have been rounded down.

1.4 Opening and Closing Dates

The Offer will open for receipt of acceptances on 20 April 2009. The Closing Date and time for acceptances and payments is 5.00pm (Sydney time) on 4 May 2009 or such other date as the Company, in its absolute discretion determines subject to the requirements of the ASX Listing Rules.

1.5 Ranking

The New Shares will, from the time they are issued, rank equally with existing Shares.

1.6 Issue of New Shares

The Company expects to issue the New Shares on or before 12 May 2009. No issue of New Shares will be made until permission is granted for quotation of the New Shares on the ASX. If the ASX does not grant permission for the quotation of the New Shares on the ASX, all Application Money will be returned by the Company to the relevant shareholders, with no interest, as soon as practicable.

1.7 Excluded Shareholders

The Offer is not being made to any Shareholder whose registered address is outside Australia, New Zealand or Singapore (“ Excluded Shareholders ”).

The Company has decided that it is unreasonable to make the Offer to Excluded Shareholders, having regard to the number of Excluded Shareholders, the number and value of New Shares they would be offered, and the costs of complying with the relevant legal and regulatory requirements in those places.

Accordingly, this Offer is not extended to, and no Shares will be issued to, Excluded Shareholders and no Entitlement and Acceptance Form will be sent to Excluded Shareholders. However, in compliance with ASX Listing Rule 7.7, the Company will send each Excluded Shareholder details of this Offer and advise them that the Company will not offer Shares to them.

1.8 Singaporean Shareholders

This Letter of Offer has not been registered as an offer document with the Monetary Authority of Singapore. Accordingly, this Letter of Offer and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Shares may not be circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than:

• (i) to an existing holder of Shares pursuant to Section 273(1)(ce) of the Singapore, Securities and Futures Act (Chapter 289)( SFA ); or

• (ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.

1.9 Underwriting

The Rights Issue is fully underwritten. The Underwriter will subscribe for up to a maximum of 100% of the New Shares offered under the Offer. If subscriptions for less than 172,014,102 Shares under the Offer are received, the Underwriter will subscribe for the remaining New Shares. The minimum amount to be received by the Company pursuant to the Rights Issue will accordingly be $1,720,141.

Pursuant to the Underwriting Agreement between the Company and the Underwriter the Company will pay the Underwriter an underwriting commission and a management fee of $172,014.

Key terms of the Underwriting Agreement are summarised below:

• a. Broadly, the Company has agreed to indemnify the Underwriter and its officers, employees, advisers and related bodies corporate against any losses they may suffer in connection with the Offer, other than in connection with fraud, recklessness, wilful misconduct or gross negligence of the indemnified party.

b. The Company must make this Offer and issue the new Shares in accordance with and subject to the terms of the Underwriting Agreement, this Letter of Offer and the notice lodged by the Company under section 708AA(2)(F) of the Corporations Act and any subsequent notice and it must take all necessary and appropriate steps to allot all of the

New Offer Shares to applicants for those New Shares who lodge valid Entitlement and Acceptance forms.

• c. The Underwriter must lodge or cause to be lodged with the Company on the Shortfall Payment Date, valid applications for all Shortfall Shares.

• d. The Underwriter has the exclusive right to nominate subscribers for all of the Shortfall Shares and may at any time appoint any sub underwriters of its choice, in its sole discretion, to sub underwrite up to the total number of the Underwritten Shares and may nominate allottees of all or any of the Shortfall Shares.

• e. The Underwriter has the right to terminate the Underwriting Agreement on the occurrence of certain events, which are termination events usually found in such agreements. A brief summary of the material termination events are as follows: i. a statement contained in this Offer is misleading or deceptive, documents relating to the Offer are defective (or the issue of this Offer is misleading or deceptive;

• ii. any material adverse change occurs in Company or its prospects; an outbreak or major escalation of hostilities occurs involving any one or more of Australia, New Zealand, the United States of America, the Commonwealth of Independent States or any of its constituent republics, Canada, Japan, Thailand, Singapore, Malaysia, Hong Kong, North Korea or the Peoples’ Republic of China;

• iii. the S&P/ASX All Ordinaries Index decreases to a level that is at least 10% below the level of that Index as at the close of trading on the date of the Underwriting Agreement;

• iv. there is introduced or there is announced a proposal to introduce into the Parliament of Australia or any State of Australia a new law or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt a new policy, any of which does or is likely to prohibit or regulate the principal business of the Company, this Offer, capital issues generally or stock markets generally;

• v. there occurs any material adverse change or disruption to the financial markets of Australia, the United States of America or other major international financial market, or there occurs any change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Underwriter, impracticable to market this Offer or to enforce contracts to subscribe for the New Shares or to purchase Shares or is reasonably likely to materially and adversely affect the success of this Offer;

• vi. there occurs a contravention by the Company or any entity in the Group of the Corporations Act, its constitution or any of the ASX Listing Rules;

• vii. approval to the quotation of all of the New Shares on the ASX is withdrawn, refused, not granted or granted subject to any condition or is qualified on a basis which is unacceptable to the Underwriter (acting reasonably) on or before Completion;

• viii. ASIC issues an order or indicates an intention to hold a hearing or commences an examination or issues a production order arising out of or in connection with the Offer ;

• ix. an application is made by ASIC for an order under Section 1324B of the Corporations Act in relation to the Offer;

• x. at any time after the date of the Underwriting Agreement the Company effects certain corporate restructuring or an event of insolvency occurs in relation to the Company;

• xi. at any time after the date of the Underwriting Agreement the Company withdraws the Offer;

• xii. a director of the Company is charged with an indictable offence;

• xiii. any litigation, arbitration or other legal proceeding is commenced against any entity in the Group;

• xiv. there is a default by the Company in the performance of any of its material obligations under the Underwriting Agreement;

• xv. a representation or warranty made or given or deemed to have been made or given by the Company under the Underwriting Agreement proving to have been untrue or incorrect in any material respect and the matters rendering the representation or warranty untrue in such respect are not remedied to the satisfaction of the Underwriter prior to the issue of the Shortfall Notice;

• xvi. an executive director of the Company dies or becomes a person whose estate may be dealt with in accordance with Protected Estates Act 1983 at any time between the date of the Underwriting Agreement and the Allotment Date (inclusive); and

• xvii. the Company fails to provide the Underwriter with a Shortfall Notice.

1.10 Professional Advice

If you are in any doubt as to whether to accept this offer to participate in the Rights Issue, please contact your stockbroker, licensed financial adviser or other professional adviser.

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Letter of Offer.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Letter of Offer.

1.11 Enquiries

For enquiries about this Letter of Offer, please contact Registries Limited on (02) 9290 9600.

2. ACTION REQUIRED BY SHAREHOLDERS

Eligible Shareholders should read this Letter of Offer in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company and the Shares offered under this Letter of Offer must be regarded as a speculative investment. It is important that Eligible Shareholders consider the risk factors set out in section 4 of this Letter of Offer, as well as any other risks which could adversely affect the financial performance of the Company or the value of an investment in Shares. The Shares offered under this Letter of Offer carry no guarantee with respect to return on capital investment or the future value of the Shares.

2.1 What you may do

This Offer is non-renounceable.

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

You may:

• apply for all of your Entitlement;

• apply for part of your Entitlement and allow the balance to lapse; or

• apply for none of your Entitlement.

2.2 How to apply for New Shares

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the Form.

Forward your completed Form together with payment in accordance with the Form to reach the Company’s share registry (Registries Limited) by 5.00pm (Sydney time) on the Closing Date.

The Closing Date is 4 May 2009. The Company reserves the right to extend the Closing Date.

Surplus Application Moneys will be returned to the relevant shareholder as soon as practicable, in accordance with section 722 of the Corporations Act . No interest will be paid on returned Application Moneys.

If you decide not to accept all or part of your Entitlement pursuant to the Issue you need not do anything and your Entitlement will automatically lapse.

2.3 Payment

Acceptance of New Shares must be accompanied by payment in full of the total price of $0.01 per New Share.

Payments will only be accepted in Australian currency and as follows:

• (a) Bank cheque drawn on and payable at any Australian bank;

• (b) Personal cheque drawn on and payable at any Australian bank; or

• (c) By BPAY in accordance with the instructions on your Entitlement and Acceptance Form.

Cheques or bank cheques should be made payable to DataDot Technology Limited and crossed “ Not Negotiable ”. Shareholders must not forward cash. Receipts for payment will not be issued.

2.4 Enquiries

For further instructions, please refer to the accompanying Entitlement and Acceptance Form.

For information regarding your holding of the Company’s Shares, change of address or other registry matters, please contact Registries Limited on (02) 9290 9600.

3. PURPOSE AND EFFECT OF THIS RIGHTS ISSUE

3.1 Purpose of Offer and Use of Proceeds

If the Rights Issue proceeds as contemplated, the Company will raise a total of $1,720,141, which will be used to strengthen the balance sheet and to provide working capital to the Company.

Set out below are two tables containing estimates of the impact of restructuring and financial management changes to the business, these are:

• i. changes to the staffing levels and remuneration,

• ii. changes to business operations with a focus on cost reduction,

• iii. changes to the efficiency and cost of manufacturing,

• iv. as announced on 11 March 2009, the sale of the South African subsidiary and increase in Royalty payment from 5% to 7.5% to the other South African shareholders. This was via a put and call agreement (this allows a staged reduction in the DDT ownership of DataDot South Africa from 42.5% to 0% over 18 months with the right to put the balance of the shares to the South African shareholders in 18 months if the sale is not complete), and

• v. two new contracts since 31 December 2008 as previously announced.

It is important to note that these are proforma six month accounts and not forecasts. The Company is not issuing these as a forecast and they should not be relied upon as such.

Table 1 shows an interpreted six month proforma profit and loss post the completion of the restructure. This also is predicated on no further reduction in sales to our automotive and motorcycle channel other than that experienced in the first half of 2008/09 financial year.

Table 1 – Proforma Performance

Financial Overview & Impacts

DNA for your assets p	DNA for your assets p	DNA for your assets p	DNA for your assets p
Proforma Performance – Changes Deliver Profitability
DataDot Adjusted P&L for 6 months July	08 -Dec 08 ($000's)		Impact on Profitability: � Through the restructure and the removal of excessive costs, DataDot can become profitable on its existing revenue base with reduced international exposure. � Increased revenue from DataDot Europe will add significant profitability. � This should continue to improve in the medium term with focus on top line revenue growth (domestically and sustainable international expansion). � There may be short term impacts to profitability from targeted marketed focus on growing and diversifying the business – in vesting in DataDot’s future.
	Consolidated
Proforma 6 Monthly Financi	al Performance
	$
Sales revenue Cost of sales Gross margin Gross margin % Overhead Finance and admin Sales and marketing Operations/R&D Employment Facilities Travelling Total expenses Misc income Royalties income Total other revenue	5,217,670 2,007,779 3,209,891 61.5% 425,328 216,031 120,128 982,590 214,412 117,847 2,076,336 168,619 66,185
	234,804
Proforma Adjusted EBITDA	1,368,359
Depn & amortn Income tax Outside equity share	(191,026)
	(353,200) (192,718)
Proforma Adjusted NPAT	631,415

Table 2 shows the difference between December 2008 results and the proforma results shown in Table 1.

Table 2 – Proforma Adjustments

		DNA for your assets Financial Overview & Impacts Proforma Adjustments – Post Restructure Key Adjustments from Strategy: � Adjustment to revenues and cost of sales to include additional contracts and removal of unprofitable revenue streams; � Restructuring of sales team and associated remuneration structure; � Restructuring of management, finance and administration staffing costs; � Restructure royalty arrangements and cap DataDot’s exposure to overseas JV’s and South Africa; � Reduction in use of external consultants; � Reduction in travel – focus on necessary travel only; � Remove ineffective sponsorships; � Impairment losses on R&D are considered non-recurring; � Adjustment for JV and OEI to reflect future reduced exposure; and � Tax recalculated at 30% on proforma profit. $ Revenue Adjustments 448,801 Cost of Sales Adjustments 279,418 Overhead Adjustments - Finance and admin (449,422) Sales and marketing (131,340) Operations/R&D (14,312) Employment (1,094,968) Facilities (36,362) Travelling (111,351) Total Overhead Adjustments (1,837,755) Other Revenue Adjustments (1,602,787) Proforma Adjustments 404,351 Other Adjustments Impairment Loss 6,946,702 Depn & amortn 47,599 Interest (net) (20,842) Income tax 867,246 Share of JV Co Profit 195,452 Outside equity share (63,450) Total Adjustments 8,377,058 Proforma Adjustments for Changes (6 Monthly)	DNA for your assets Financial Overview & Impacts Proforma Adjustments – Post Restructure Key Adjustments from Strategy: � Adjustment to revenues and cost of sales to include additional contracts and removal of unprofitable revenue streams; � Restructuring of sales team and associated remuneration structure; � Restructuring of management, finance and administration staffing costs; � Restructure royalty arrangements and cap DataDot’s exposure to overseas JV’s and South Africa; � Reduction in use of external consultants; � Reduction in travel – focus on necessary travel only; � Remove ineffective sponsorships; � Impairment losses on R&D are considered non-recurring; � Adjustment for JV and OEI to reflect future reduced exposure; and � Tax recalculated at 30% on proforma profit. $ Revenue Adjustments 448,801 Cost of Sales Adjustments 279,418 Overhead Adjustments - Finance and admin (449,422) Sales and marketing (131,340) Operations/R&D (14,312) Employment (1,094,968) Facilities (36,362) Travelling (111,351) Total Overhead Adjustments (1,837,755) Other Revenue Adjustments (1,602,787) Proforma Adjustments 404,351 Other Adjustments Impairment Loss 6,946,702 Depn & amortn 47,599 Interest (net) (20,842) Income tax 867,246 Share of JV Co Profit 195,452 Outside equity share (63,450) Total Adjustments 8,377,058 Proforma Adjustments for Changes (6 Monthly)
			$ 448,801 279,418 - (449,422) (131,340) (14,312) (1,094,968) (36,362) (111,351) (1,837,755) (1,602,787) 404,351 6,946,702 47,599 (20,842) 867,246 195,452 (63,450) 8,377,058 ges (6 Monthly)
		Proforma Adjustments for Chan	ges (6 Monthly)
			$
		Revenue Adjustments Cost of Sales Adjustments Overhead Adjustments Finance and admin Sales and marketing Operations/R&D Employment Facilities Travelling Total Overhead Adjustments Other Revenue Adjustments	448,801 279,418 - (449,422) (131,340) (14,312) (1,094,968) (36,362) (111,351) (1,837,755) (1,602,787)
		Proforma Adjustments	404,351
		Other Adjustments Impairment Loss Depn & amortn Interest (net) Income tax Share of JV Co Profit Outside equity share	6,946,702 47,599 (20,842) 867,246 195,452 (63,450)
		Total Adjustments	8,377,058

3.2 Capital Structure

The following table shows the number of Existing Shares at the date of the Offer and the total number of issued Shares at the close of the Offer.

Existing Shares at the date of this Letter of Offer Total New Shares offered Total issued Shares on Close of the Offer	Ordinary Shares 172,014,102 172,014,102
	344,028,204

The above table assumes that no options over Shares are exercised prior to the Record Date.

3.3 Underwriting Arrangements – effect on capital structure and control

The Rights Issue is fully underwritten. The Underwriter will subscribe for up to a maximum of 100% of the New Shares offered under the Offer. If subscriptions for less than 172,014,102 Shares under the Offer are received, the Underwriter will subscribe for the Shortfall Shares.

If all Eligible Shareholders in the Company take up their entitlements under the offer, then the issue of shares pursuant to the Rights Issue will have no effect on the control of the Company.

If all Eligible Shareholders in the Company do not take up their entitlements under the offer, then the Underwriter will subscribe for a maximum of 172,014,102 Shortfall Shares in accordance with the Underwriting Agreement between the Company and the Underwriter.

The Underwriter, under the terms of the Underwriting Agreement, has the exclusive right to nominate subscribers for all of the Shortfall Shares and may appoint a sub underwriter to sub underwrite up to the total number of Underwritten Shares. The Company has not been notified by the Underwriter that it has appointed a sub underwriter.

The potential effect the issue of the shares under the Rights Issue on the control of the Company is illustrated below:

If the offer is fully subscribed by Eligible Shareholders	No effect on control.
If the rights offer is subscribed to the extent of 50% by Eligible Shareholders and the Underwriter fully subscribes to its entitlement	The Underwriter’s shareholding would increase from 0% to 25 %.
If the rights offer is subscribed by no Eligible Shareholders other than the Underwriter	The Underwriter’s shareholding would increase from 0% to 50 %.

The Underwriter is a professional investment services provider. The Company has been advised by the Underwriter that, if it controls the Company, it has no present intention to become actively involved in management of the Company nor has any present intention to effect any changes to the operation of the Company and it has no present intention to seek to appoint a director to the board.

4. RISK FACTORS

There are general risks with any investment in the stock market. The value of New Shares may rise or fall depending upon a range of factors and stock market conditions that are unrelated to the Company’s financial performance. Therefore, if an investor decides to sell New Shares, the amount received may be higher or lower than the amount of the original investment.

There are a number of specific risks concerning the Company which potential investors should be aware. There are a number of factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company and the value of an investment with the Company. If you are unsure about subscribing for new Shares in the Company, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The new Shares offered under this Offer Document carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to the future performance of the Company.

The following is not an exhaustive summary but identifies the areas the Directors regard as the major risks specific to an investment in the Company.

4.1 General Risk Factors

Risks of a general nature include the domestic and international factors affecting market conditions in equity, financial and commodity markets, economic conditions, interest rates, levels of tax, taxation law and accounting practice, governmental legislation or intervention, inflation, natural disasters or war. In addition, the Company is exposed to the motor vehicle industry which is itself exposed to the global downturn. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, are dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated.

4.2 Specific Risk Factors

Certain risks that are specific to the Company and/or to its subsidiaries are set out below.

Intellectual Property and Confidential Information

All of the Company’s and its subsidiaries’ businesses and assets are reliant on valid and enforceable intellectual property rights and the security of confidential information. The Company and its subsidiaries take great pains to protect these rights and assets. However, there is always the possibility that some rights or information may fall into a competitor’s hands. Further, several of the Company’s subsidiaries trade in foreign jurisdictions, where there may be greater difficulty in protecting intellectual property rights and confidential information.

Research and Development

Technology is constantly developing and the Company’s subsidiaries must continue to develop their products to maintain their competitiveness. Research and development incurs costs, some of which may not result in any monetary benefits or may not result in monetary benefits for a substantial period after incurring those costs. Companies such as the Company and its subsidiaries must apply funds in this area and any reduction in cash flow or other funds may well hinder research and development which may, in turn, result in loss of market share and less cash flow.

Foreign Jurisdictions

The Company operates in foreign jurisdictions where enforcing contractual obligations on a customer or defending an unreasonable claim of a customer may involve special difficulties.

Competition

The industry in which the Company operates is undergoing very much the same transition as other industries. The Company must constantly be on guard to ensure that it has sufficient funds and resources to compete in its various market places. The Company is alert to potential new competitors and will take steps to protect and maintain its market position and the use of its intellectual property.

Litigation

As announced to the ASX on 7 April 2009, the former CEO of the Company has commenced proceedings against the Company including issuing a statutory demand for the winding up of the company. The Company is confident of defending the actions however with any litigation there is a risk of an adverse outcome for the Company.

South Africa

As noted in Section 3 of this Letter of Offer and announced to the ASX on 11 March 2009 the Company has entered into a staged Put and Call sale agreement with the DataDot South Africa shareholders in return for repayment of all loan funds and a purchase amount as well as an increase in the license royalty payable on ex-factory sales from 5% to 7.5%.

There is a risk, as there is with any sale, that the sale may not be completed. To minimise that risk there is a put option to allow the Company to force sell (put) the balance of the unsold shares in DataDot South Africa to the South African shareholders. If the buyers are unable to pay upon demand then the Company can either remain a minority shareholder or sell to a third party for a renegotiated price.

5. DEFINITIONS

5. DEFINITIONS
$	Australian dollars (and references to cents are to Australian cents).
Allotment Date	The date of allotment of New Shares under the Offer.
Applicant	An Eligible Shareholder who returns a completed Entitlement and Acceptance Form as instructed in this Letter of Offer before the Closing Date.
Application	An application for New Shares under this Letter of Offer, submitted by duly completing an Acceptance Form.
Application Money	The aggregate amount of money payable for New Shares applied for in an Acceptance Form.
ASX	Australian Securities Exchange Limited (ABN 98 008 624 691).
ASX Listing Rules	The official listing rules of ASX.
Company	Datadot Technology Limited (ACN 091 908 726).
Closing Date	5pm on 4 May 2009 (unless extended).
Completion	When all of the New Shares have been allotted in accordance with this Offer.
Corporations Act	The_Corporations Act (2001)_(Cth) as amended from time to time.
Directors	The Directors of the Company.
Eligible Shareholder	A shareholder with a registered address in Australia, New Zealand or Singapore.
Entitlement and Acceptance Form	The entitlement and acceptance form attached to this Letter of Offer.
Entitlement	The right of an existing Shareholder to subscribe for New Shares pursuant to the Rights Issue.
Excluded Shareholders	Shareholders of the Company with their registered address outside Australia, New Zealand or Singapore.
Group	The Company and each entity which the Company controls.
Letter of Offer	This letter under which the Offer is being made.
New Share or New Shares	The Shares to be issued pursuant to this Letter of Offer.

Offer	Offer of New Shares under this Letter of Offer.
Option	An option to subscribe for a Share in the Company.
Public Information	Means public and other media statements made by or on behalf of the Company in relation to the affairs of the Company or the Offer.
Record Date	14 April 2009
Rights	The rights of existing Shareholders to subscribe for New Shares pursuant to the Rights Issue.
Rights Issue or Issue	The issue by way of renounceable rights to New Shares pursuant to this Letter of Offer.
Shareholder or Shareholders	Holder/s of Shares as at the Record Date.
Shares	Ordinary shares in the capital of the Company.
Shortfall Shares	Those New Shares not subscribed for by way of an Entitlement and Acceptance Form pursuant to this Letter of Offer by 5.00pm (Sydney time) on the Closing Date
Underwriter	KTM Capital Pty Limited ACN 086 281 950.
Underwriting Agreement	Underwriting Agreement between the Company and the Underwriter dated 25 March 2009.