ORCODA LIMITED — Capital/Financing Update 2005

Feb 7, 2005

Sm@rtTrans HOLDINGS LIMITED

8 February 2005

Dear Shareholder

SUPPLEMENTARY PROSPECTUS

We refer to the Prospectus issued by SmartTrans Holdings Limited on 2 November 2004 ("Original Prospectus") and the supplementary prospectus issued on 16 November 2004.

The Director's letter in the Original Prospectus contained a statement that the Company's subsidiary, SmartTrans Limited, had budgeted to make a small profit for the year to 30 June 2005. Circumstances have changed to some extent since the date of that letter and SmartTrans Limited is no longer budgeting to make a profit for the year to 30 June 2005.

Accordingly the Company has issued a second supplementary prospectus which was lodged with ASIC on 8 February 2005, a copy of which is enclosed for your information.

In accordance with the requirements of the Corporations Act, the Company is giving those shareholders who have already lodged Entitlement and Acceptance Forms (as at the date of receipt of this letter) 1 month within which to withdraw their application, should they wish to do so following the issue of this second supplementary prospectus. Accordingly the closing date for the Rights Issue has been extended to 11 March 2005.

Should you have any queries regarding the enclosed second supplementary prospectus, please do not hesitate to contact James Laurie on telephone (08) 9228 1199.

Yours faithfully

Camer Cauvia

For and on behalf of SmartTrans Holdings Limited By James Laurie

SECOND SUPPLEMENTARY PROSPECTUS SMARTTRANS HOLDINGS LIMITED ACN 009 065 650

This Supplementary Prospectus (the "Second Supplementary Prospectus") is dated 8 February 2005 and was lodged with ASIC on that date. This Second Supplementary Prospectus supplements the Prospectus (the "Original Prospectus") issued by SmartTrans Holdings Limited on 2 November 2004 and lodged with ASIC on that date and the supplementary prospectus (the "First Supplementary Prospectus") issued by SmartTrans Holdings Limited on 16 November 2004 and lodged with ASIC on that date.

Neither ASIC nor ASX takes any responsibility for the contents of this Second Supplementary Prospectus, the Original Prospectus or the First Supplementary Prospectus.

This Second Supplementary Prospectus is to be read together with the Original Prospectus and the First Supplementary Prospectus. Terms used in this Second Supplementary Prospectus have the same meaning as in the Original Prospectus unless otherwise defined or the contrary intention appears.

The Director's letter in the Original Prospectus contained a statement that the Company's subsidiary, SmartTrans Limited, had budgeted to make a small profit for the year to 30 June 2005. Circumstances have changed to some extent since the date of that letter and SmartTrans Limited is no longer budgeting to make a profit for the year to 30 June 2005.

Given the issue of this Second Supplementary Prospectus the Company has resolved to amend the timetable for the Rights Issue as follows:

Announcement of Rights Issue	2 November 2004
Original Prospectus lodged with ASIC	2 November 2004
Original Prospectus lodged with ASX	3 November 2004
Application to ASX for official quotation of New Shares	2 November 2004
Record Date to determine Entitlements	11 November 2004
First Supplementary Prospectus Lodged with ASIC and ASX	16 November 2004
Despatch of Original Prospectus, First Supplementary Prospectus
and Entitlement and Acceptance Form	17 November 2004
Despatch of Second Supplementary Prospectus	10 February 2005
Closing Date	11 March 2005
Proposed date for issue of New Shares and despatch of holding
statements	21 March 2005

All dates (other than the date of the announcement of the Rights Issue and the date of lodgement of the prospectuses with ASIC) are indicative only. The Directors reserve the right to extend the Closing Date, subject to the Listing Rules, without further notice. A change to the Closing Date may cause other dates to change.

This Second Supplementary Prospectus is authorised by the Company and each Director has consented in writing to the lodgement of this Second Supplementary Prospectus in accordance with section 720 of the Corporations Act.

Dated 8 February 2005

armes Cauvie.

. . . . . . . . . . . . . . . . . . . . Signed for and on behalf of SmartTrans Holdings Limited By James Laurie