June 13, 2002 - Vertigo Software Corp. Signs Letter of Intent Vertigo Software has entered into a letter of intent with Digital Accelerator Corporation of Vancouver, B.C., pursuant to which the company will offer to acquire all of the outstanding common shares of Digital Accelerator. The consideration for each common share of Digital Accelerator will be one unit of the company, each unit consisting of one common share of the company and one Series B non-voting preferred share of the company. Each Series B preferred share will entitle the holder to receive dividends representing in total 25 per cent of the net after tax profits of the company until the date (the dividend termination date), that is the earlier of the date on which total dividends paid on each Series B preferred share equals $1 and Dec. 31, 2007. Each Series B preferred share will be convertible into one sharp purchase warrant of the company at the option of the holder at any time prior to the dividend termination date and will be automatically converted on the dividend termination date. Each warrant will entitle the holder to purchase one additional common share of the company at a price of 75 cents at any time prior to the third anniversary of the date of issuance of the warrant.    The company's obligation to complete the offer is conditional upon, among other things, not less than 90 per cent of the outstanding common shares of Digital Accelerator being tendered to the offer and not more than 20 million common shares of Digital Accelerator being outstanding as at the completion of the offer. Accordingly, the maximum number of units to be issued by the company will be 20 million units. In addition, subject to the approval of the TSX Venture Exchange, the company intents to complete a brokered or non-brokered private placement of units to raise at least $1-million at a price of 50 cents per unit. Each private placement unit will comprise one common share of the company and one-fourth of a share purchase warrant, each share purchase warrant entitling the holder to purchase one common share of the company at 60 cents for a period of 12 months. The letter of intent also provides for the company to make loan advances to Digital Accelerator. The company has already advanced $75,000 to Digital Accelerator and the letter of intent provides for the company advance an additional $200,000 on June 14, 2002. Subject to the approval of the TSX Venture Exchange, and the board of directors of the company, upon closing the offer, there will be outstanding options to purchase a total of up to 10 per cent of the issued and outstanding shares of the company as at the closing of the offer, such options to include those previously granted by the company and options to be granted by the company. Not less than 60 per cent of the options outstanding at the closing of the offer will be issued to directors, officers, consultants and employees of Digital Accelerator at an exercise price of 40 cents or such other prices as may be determined pursuant to the policies of the TSX Venture Exchange. The offer is subject to a number of conditions, including but not limited to, the approval of the TSX Venture Exchange. There will therefore be no assurance that the offer will be made or that, if made, it will completed. Digital Accelerator, which was incorporated 1997, creates, supports and markets a set of patented algorithms, and proprietary software programs and architectures that make up its proprietary digital image compression solutions. Digital Accelerator PSI compression technology has resulted in the following three key product families: PSI-XTM Still Image Compression can compress photo ID by up to 400:1 and medical images by up to 64:1 while retaining image integrity, enabling storage on smart cards and barcodes, and digital medical record filing; PSI-V Video Compression allows average computer users the ability to view full motion, visual DVD quality, using as little bandwidth as 600 kilobytes per second; and PSI-TV Streaming Video allows users to watch any content, any time, anywhere. Because streaming video not only relies on high-quality video compression, but also on the streaming format and the architecture, PSI-TV offers a broad range of streaming formats and expertise in streaming architecture. Digital Accelerator's current marketing efforts focus on two markets: still image compression and video compression. Rapid growth and market penetration of broadband Internet access are expected to drive the demand for streaming media (digitized and compressed video) over the next three to five years. Upon completion of the offer, Vertigo plans to leverage Digital Accelerator's advanced image and video compression technology by exploiting Vertigo's worldwide user base.