DATA FORTRESS SYSTEMS GROUP LTD - DFGRF Report of Foreign Issuer (6-K) EXHIBIT 99

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The following is an excerpt from a 6-K SEC Filing, filed by DATA FORTRESS SYSTEMS GRO ... on 4/1/2002.

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IANETT INTERNATIONAL SYSTEMS LTD.

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING

TO BE HELD ON APRIL 19, 2002

AND

MANAGEMENT INFORMATION CIRCULAR

The Canadian Venture Exchange has not in any way passed upon the merits of the transactions

described herein and any representation to the contrary is an offence.

IANETT INETRNATIONAL SYSTEMS LTD.

Suite 500 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T7

Telephone: (604) 681-4911

Facsimile: (604) 687-4990

March 20, 2002

Dear Shareholder:

The accompanying management information circular (the "Circular") contains information for holders of common shares of iaNett International Systems Ltd. (the "Company" or "iaNett") relating to the proposed reverse merger (the "Acquisition") of 100% of the issued common shares of the Data Fortress Technologies Group (2002) Inc. ("DFTG") as well as certain other general and special matters to be dealt with at the upcoming shareholders' meeting (the "Meeting").

You are invited to attend the Annual and Special General Meeting of iaNett's shareholders (the "Shareholders") to be held in the offices of Fraser and Company, Barristers & Solicitors, 1200 - 999 West Hastings Street, Vancouver, British Columbia, April 19, 2002 starting at 10:00 a.m., at which time you will be asked to consider and vote upon the proposed Acquisition and other related matters.

Pursuant to the Acquisition, the shareholders of DFTG (the "DFTG Shareholders") will receive 1.0 common share of iaNett for each outstanding common share of DFTG held and DFTG will become a wholly owned subsidiary of iaNett. The Acquisition will constitute a Reverse Takeover Transaction pursuant to the Canadian Venture Exchange ("CDNX") Policy 5.2.

The Acquisition is contingent upon, among other things, approval of the Acquisition by the Shareholders of iaNett and the CDNX.

The Board of Directors of iaNett has unanimously approved the Acquisition and recommends that the Shareholders vote in favour of the Acquisition and all matters to be considered at the Meeting. Without the approval of the Shareholders, the proposed Acquisition cannot take place.

For details of all matters to be considered at the Meeting, please refer to the Notice of Annual and Special General Meeting of iaNett contained within the accompanying Circular.

If you are unable to attend the Meeting in person, please return the enclosed form of Proxy so that your shares can be voted at the Meeting in accordance with your instructions. If you are in doubt as to how to deal with the enclosed documents or the matters referred to therein, please immediately consult your legal advisor or broker.

IANETT INTERNATIONAL SYSTEMS LTD.

"Gordon A. Samson"

Gordon A. Samson

President and Chief Executive Officer

IANETT INTERNATIONAL SYSTEMS LTD.

Suite 500 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T7

Telephone: (604) 681-4911

Facsimile: (604) 687-4990

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the Annual and Special General Meeting (the "Meeting") of the Shareholders of iaNett International Systems Ltd. (the "Company" or "iaNett") will be held at the offices of Fraser and Company, Barristers & Solicitors, 1200 - 999 West Hastings Street, Vancouver, British Columbia, on Friday, April 19, 2002, at the hour of 10:00 o'clock in the forenoon (Vancouver time) for the following purposes:

To receive and consider the Report of Management to the Shareholders;

To receive and consider the audited financial statements of the Company for the year ended June 30, 2001 and the Auditor's Report thereon.

To fix the number of directors for the ensuing year at six (6);

To elect directors;

To appoint the Company's auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;

To consider and, if thought advisable, to pass, with or without variation, an Ordinary Resolution approving the acquisition of all of the issued and outstanding shares of Data Fortress Technology Group (2002) Inc. (as defined in "Glossary of Terms" on page one of the Information Circular) in consideration of the issuance by the Company of 30,000,000 common shares (the "Acquisition") at a deemed value of $0.10 per common share (the "iaNett Shares"), all as more fully described in the Information Circular accompanying this Notice;

Conditional upon the passage of the Ordinary Resolution approving the Acquisition, to consider and, if thought advisable, to pass, with or without variation, a Special Resolution to (a) change the name of the Company from "iaNett International Systems Ltd." to "Data Fortress Group Ltd.", or such other name as may be approved by the Board of Directors of the Company and the Canadian Venture Exchange; and (b) alter the Company's Memorandum to reflect the name change;

To consider and, if thought advisable, to pass, with or without variation, an Ordinary Resolution approving an amendment to the performance escrow agreement dated June 23, 1999 between Computershare Trust Company of Canada (Computershare) and iaNett and Theo Sanidas under the old terms of the Vancouver Stock Exchange Policies to a surplus escrow agreement between Computershare and iaNett and Theo Sanidas under the terms of the CDNX's current policies.

To consider and if thought fit, to pass, with or without variation, an Ordinary Resolution to approve the adoption of the Company's 2002 Stock Option Plan, subject to regulatory acceptances, and to ratify previous existing stock options granted to directors, officers, employees and consultants of the Company, all as more fully set forth in the Information Circular accompanying this Notice.

To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

Accompanying this Notice of Meeting is an Information Circular, Form of Proxy, Proxy Notes, Financial Statements for the fiscal year ended June 30, 2001 and Supplemental Mailing List Return Card. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.

A Shareholder unable to attend the Meeting in person is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return it within the time and to the location in accordance with the instructions set out in the Form of Proxy and Information Circular accompanying this Notice. The Proxy will not be used at the Meeting or any adjournment(s) thereof unless the same is deposited at the office of the Registrar and Transfer Agent, Computershare Trust Company of Canada of 510 Burrard Street, Vancouver, BC, V6C 3B9 at least 48 hours, excluding Saturdays, Sundays and holidays, before the holding of the Meeting. The enclosed Proxy Form is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, on the 20th day of February, 2002.

BY ORDER OF THE BOARD

IANETT INTERNATIONAL SYSTEMS LTD.

"Gordon A. Samson"

President and Director

TABLE OF CONTENTS

INFORMATION FOR UNITED STATES SHAREHOLDERS OF IANETT

GLOSSARY OF TERMS

GLOSSARY OF TECHNICAL TERMS

PART I - GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Voting of Shares and Exercise of Discretion of Proxies

Advice to Beneficial Shareholders

Voting Securities And Principal Holders of Voting Securities

Annual Financial Statements

PART II - MATTERS TO BE ACTED UPON AT THE MEETING

Number of Directors

Election of Directors

Appointment and Remuneration of Auditor

Acquisition of DFTG

Share Exchange Agreement

Shareholder and Regulatory Approval

Sponsorship Agreement

Finder's Fee

Resale Restrictions on iaNett Shares

Closing Date

DFTG Value Information and Discussion

Corporate Structure

Pro Forma Consolidated Financial Position

Accounting Treatment

Recommendation of the Board of Directors

Name Change

AMENDMENT OF ESCROW SHARES

APPROVAL OF AMENDMENT TO STOCK OPTION PLAN

Interest of Certain Persons in Matters to be Acted Upon

PART III - Data Fortress Technologies Group (2002) Inc. ("DFTG")

Incorporation and Corporate History

Pacific Ram Distributors Ltd.

Data Fortress Technologies Ltd.

Connect West Networks Ltd.

Description and General Development of the Business of DFTG

Pacific Ram Distribution Corp.

Data Fortress Technologies Ltd.

Connect West Networks Inc.

Accomplishments to Date

Summary and Analysis of Financial Operations

Summary of Financial Information

Current Operations

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 for Pacific Ram Distribution Corp.

Liquidity and Capital Resources

Year Ended March 31, 2001 for Data Fortress Technologies Ltd.

Liquidity and Capital Resources

Products and Services

Overview

Managed Services

Collocation Services

Market

Overview

Competition

Local Competitors

Marketing Plans and Strategies

Facilities

Acquisitions and Dispositions

Stated Business Objectives

Administration

Management of DFTG

Background and Principal Occupations of Key Management of DFTG

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Individual Bankruptcies

Conflicts of Interest

Organizational Structure

Executive Compensation

Definitions

Compensation of Named Executive Officers

Stock/SAR Grants During the Most Recently Completed Financial Year and Stub Period

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Stub Period

Option and SAR Repricings

Defined Benefit or Actuarial Plan

Termination of Employment, Change of Responsibilities and Employment Contracts

Compensation of Directors

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

Related Party Transactions

Proposed Compensation

Existing Share Capital and Prior Sales

Description of Share and Loan Capital

Principal Shareholders of DFTG

Legal Proceedings

Auditor

Material Contracts

Risk Factors

Lack of Marketable Service

Absence of Business History and Profitability

Insufficient Financing

Dependence on Management

Industry Risk

Competitive Risk

Economic Risk

Strain on DFTG Resources During Growth

Fluctuation in Operating Results

PART IV - THE COMPANY

Name and Incorporation

Subsidiaries of iaNett

Business of the Company

Existing Share Capital and Prior Sales

Consolidated Share and Loan Capital

Fully Diluted Share Capital

Amendment to Escrow Shares

Prior Sales

Stock Exchange Listing

Price Range and Trading Volume

Management of the Company

Current Management

Proposed Management

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Individual Bankruptcies

Executive Compensation

Definitions

Compensation of Named Executive Officer

Option/SAR Grants During the Most Recently Completed Financial Year

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year

Option and SAR Repricings

Defined Benefit or Actuarial Plan Disclosure

Termination of Employment, Changes in Responsibility and Employment Contracts

Compensation of Directors

Options Outstanding in Favour of Directors and Officers who are not Named Executive Officers

Options Exercised by Directors and Officers who are not Named Executive Officers

Management Contracts

Related Party Transactions

Indebtedness of Directors and Senior Officers

Interest of Management and Others in Material Transactions

Principal Holders of iaNett Shares

Aggregate Ownership of Securities

Public and Insider Ownership

Rights to Purchase Securities

iaNett Options

Common Shares

Dividend Record

Sponsorship

Investor Relations Arrangements

Relationship Between ianett, DFTG and the Sponsor

Relationship Between ianett, DFTG and Professional Persons

Legal Proceedings

Auditor

Registrar and Transfer Agent

Material Contracts

Risk Factors

Requirements for and Uncertainty of Access to Additional Capital

Operating Losses

Early Stage

Competition

Dependence on Key Personnel

Strain on Managerial and Financial Resources from Growth

Need to Develop and Maintain Positive Brand Name Awareness

Security Risks

Economic Factors

Currency Translation

Rapid Technological Change and Risk of Technological Obsolescence

Conflicts of Interest

The Company Does Not Intend to Declare Dividends

OTHER MATERIAL FACTS

DIRECTORS' APPROVAL

FINANCIAL STATEMENTS, REPORTS AND OTHER EXHIBITS

CERTIFICATE OF IANETT INTERNATIONAL SYSTEMS LTD.

CERTIFICATE OF DATA FORTRESS TECHNOLOGIES GROUP (2002) INC.

SCHEDULE "A" - Financials iaNett International Systems Ltd.

SCHEDULE "B" - Financials Pacific Ram Distribution Ltd.

SCHEDULE "C" - Financials Data Fortress Technologies Ltd.

SCHEDULE "D" - Pro Forma Resultant Consolidation

SCHEDULE "E" - ALTERED MEMORANDUM

SCHEDULE F INCENTIVE STOCK OPTION PLAN

IANETT INTERNATIONAL SYSTEMS LTD.

Suite 500 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T7

Telephone: (604) 681-4911

Facsimile: (604) 687-4990

INFORMATION CIRCULAR

(containing information as at February 20, 2002

unless otherwise specifically stated herein)

INTRODUCTION

Shareholders are urged to read this Circular and the appendices hereto in their entirety. Certain capitalized terms used in this Circular without definition are defined in the "Glossary of Terms" located below.

Unless otherwise indicated, the information concerning the Data Fortress Technologies Group (2002) Inc. (DFTG) contained in this Circular is based on information provided by DFTG. Although the Company has no knowledge which would indicate that any of the statements contained herein and taken from or based on such information are untrue or incomplete, it does not assume any responsibility for the accuracy or completeness of such information, or for any failure by DFTG to disclose to the Company or publicly, events or facts which may have occurred or which may affect the significance or accuracy of any such information and which are unknown to the Company.

Unless otherwise indicated, information concerning the Company is given as at February 20, 2002.

INFORMATION FOR UNITED STATES SHAREHOLDERS OF IANETT

The iaNett Shares to be issued in connection with the Acquisition have not been registered under the United States Securities Exchange Act of 1933, as amended (the 1933 Act). The iaNett Shares will not be listed for trading on any US stock exchange. Accordingly, this Circular has been prepared in accordance with disclosure requirements in Canada. Shareholders in the United States should be aware that such requirements are different than those of the 1933 Act applicable to registration statements under the 1933 Act and proxy statements under the Securities Exchange Act of 1934. The consolidated financial statements of iaNett, the consolidated financial statements of DFTG, and the pro forma consolidated financial statements of iaNett and DFTG included in the Circular have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards, and thus are not comparable in all respects to financial statements of United States companies.

The enforcement by investors of civil liabilities under the United States securities laws may be affected adversely by the fact that iaNett is organized under the laws of a jurisdiction outside the United States, that the majority of the officers and directors of DFTG and iaNett will be residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States, and that a substantial portion of the assets of DFTG and iaNett may be located outside the United States.

GLOSSARY OF TERMS

Unless the context indicates otherwise, the following terms will have the meanings set out below when used in this Circular. Words importing the singular may include the plural and vice versa and words importing any gender include all gender.

"Acquisition" means the proposed acquisition of all the issued and outstanding shares of DFTG by the Company as described by this Circular and all matters relating thereto.

"Acquisition Resolution" means the Ordinary Resolution approving the Acquisition to be considered and, if thought fit, passed, with or without variation, by a Majority of the Minority of the Shareholders.

"Act" means the Securities Act (British Columbia).

"Affiliate," means any company that is a subsidiary of another company or each of them is controlled by the same Person.

"Associate" means, if used to indicate a relationship with a Person:
(a)

a partner of that Person;
(b)

a trust or estate in which that Person has a substantial beneficial interest or for which that Person serves as trustee or in a similar capacity;

(c)

a company of which that Person beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the company, or

(d)

in the case of an individual:

(i)

that individual's spouse or child, or

(ii)

a relative of that individual or that individual's spouse if that relative has the same home as the individual, and for the purpose of this definition, "spouse" includes an individual who is living with another individual in a marriage-like relationship.

"Board of Directors" or "Board" means the board of directors of iaNett.

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Vancouver for the transaction of banking business.

"CDNX" means the Canadian Venture Exchange Inc., the stock exchange upon which iaNett's common shares are listed.

"Circular" means this Information Circular of the Company dated February 20, 2002, together with all Schedules hereto, to be sent to the Shareholders in connection with the Meeting.

"Closing" means the completion of the purchase and sale of the DFTG Shares on the Closing Date and occurring at the offices of Fraser & Company, Barristers and Solicitors, 1200 - 999 West Hastings Street, Vancouver, British Columbia. __

"Computershare" means Computershare Trust Company of Canada, the Company's registrar and transfer agent.

"Connect West Networks Ltd." ("Connect West") means a private British Columbia company that organized as a wholly owned subsidiary of Data Fortress Technologies Group (2002) Inc. in March 2002.

"Data Fortress Technologies Ltd." ("Data Fortress") means a private British Columbia company that organized as a wholly owned subsidiary of Data Fortress Technologies Group (2002) Inc. in January 2002.

"Data Fortress Technologies Group (2002) Inc." or DFTG means a private British Columbia company organized in January 2002 as the holding company for Pacific Ram Distributors Ltd., Data Fortress Technology Ltd., and Connect West Networks ltd.

"DFTG Shareholders" means the holders of DFTG Shares.

"DFTG Shares" means common shares of DFTG.

"Exchange" means the Canadian Venture Exchange Inc.

"iaNett" or the "Company" means iaNett International Systems Ltd., a company incorporated in British Columbia pursuant to the Company Act (BC).

"iaNett Shares" means the common shares in the capital of iaNett International Systems Ltd.

"Insider" means an insider as defined in the Securities Act (British Columbia) including the directors and senior officers of iaNett, or subsidiaries of iaNett, and any Person that has direct or indirect ownership of, or control or direction over, securities of iaNett carrying more than 10% of the voting rights attaching to the outstanding voting securities of iaNett.

"Majority of the Minority Approval" means a vote at the Meeting of the Shareholders, which vote must be passed by an Ordinary Resolution by parties other than Related Parties to the "Acquisition" as described herein, the full text of which is set forth on page 12 of this Circular.

"Management" means the directors and officers of iaNett.

"Meeting" means the Annual and Special General Meeting of the Shareholders of iaNett to be held on April 19, 2002, at 10:00 a.m. at the offices of Fraser and Co, Barristers and Solicitors at 1200 - 999 West Hastings Street, Vancouver, British Columbia, together with all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.

"Ordinary Resolution" means a resolution passed by a simple majority (50% + 1) of the votes cast by the Shareholders who vote in respect of such resolution at the Meeting either in person or by proxy.

"Pacific Ram Distribution Ltd." ("Pacific Ram") means a private British Columbia company that organized as a wholly owned subsidiary of Data Fortress Technologies Group (2002) Inc. in January 2002.

"Person" means an individual, corporation, incorporated association or organization, body corporate, partnership, trust association or other entity.

"Principal Shareholders of "DFTG" means Michael Chong, CK Chong, Andy Chong, Jordan Krushen and Rick Thomas.

"Record Date" means the close of business on February 20, 2002.

"Related Parties" means the promoters, officers, directors, other insiders or control Persons of a company and any Associates and Affiliates of such Persons.

"Reverse Take-Over Transaction" has the meaning defined in Policy 5.2 of the Exchange.

"Share Exchange Agreement" means the share purchase agreement dated March 1, 2002 and any further amendment thereto, among iaNett, DFTG, and the DFTG Shareholders, which provides for, among other things, the acquisition by iaNett of the DFTG Shares.

"Shareholders" means holders of iaNett Shares.

"Special Resolution" means under the Company Act (British Columbia), a resolution passed by a majority of not less than three-quarters (3/4) of the votes cast by the Shareholders who voted in respect of such resolution at the Meeting either in Person or by proxy.

"Sponsor's Shares" means 200,000 common shares of iaNett to be issued to Canaccord as part of the sponsorship fee, pursuant to the sponsorship agreement dated November 21, 2001.

"Surplus Share Escrow Agreement" means the escrow agreement in respect of 30,000,000 iaNett Shares to be issued to certain DFTG Shareholders under the Acquisition that must be escrowed pursuant to CDNX Policy 5.4.

GLOSSARY OF TECHNICAL TERMS

The following is a glossary of certain technical terms related to DFTG's business and used in this Circular.

"Border Gateway Protocol" means BGP is often the protocol used between gateway hosts on the Internet. A gateway is a network point that acts as an entrance to another network.

"CLEC" means Central Local Exchange Carrier

"Colocation" means (sometimes spelled co-location) is the provision of space for a customer's telecommunications equipment on the service provider's premises. For example, a Web site owner could place the site's own computer servers on the premises of the Internet service provider. Or an ISP could place its network routers on the premises of the company offering switching services with other ISPs.

"Dedicated Servers" means in the Web hosting business, a dedicated server refers to the rental and exclusive use of a computer that includes a Web server, related software, and connection to the Internet, housed in the Web hosting company's premises. A dedicated server is usually needed for a Web site (or set of related company sites) that may develop a considerable amount of traffic.

"ILEC" means Incumbent Local Exchange Carrier

"Internet Backbone" means Internet backbone is a set of paths that local or regional networks connect to for long-distance interconnection.

"Managed Server Hosting" means Managed services are dedicated servers equipped with extended support. This support comes in the form of proprietary control panel technology that enables the inexperienced administrator to easily set-up and maintain sites on a server. This is achieved through an intuitive and user friendly point and click interface rather than by typing complicated commands at a prompt line. Managed services cater to organizations that don't want to invest time or capital in server administration.

"NAS" means Network Attached Storage provides direct Ethernet attachment of RAID storage without any disruption or downtime to existing servers

"Network Bandwidth" means the speed at which data flows on a given transmission path.

"SAN" means Storage Area Networks enable multiple servers to share central Fiber Channel RAID storage for higher performance, lower management cost and provide unlimited capacity growth.

PART I - GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by the Management of iaNett International Systems Ltd. (the "Company" or "iaNett") for use at the Annual and Special General Meeting (the "Meeting") to be held on April 19, 2002 at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The Persons named in the accompanying form of proxy (the "Proxy") are directors and/or officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE ENCLOSED PROXY AND INSERT THE NAME OF HIS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE TRUST COMPANY OF CANADA, 510 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA V6C 3B9, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

A proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy in the enclosed form or otherwise may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company's registered and records office, 1200 - 999 West Hastings Street, Vancouver, British Columbia, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the Persons named in the enclosed Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxyholders will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS CIRCULAR. The Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast, either in Person or represented by proxy, by Shareholders will be required (an "Ordinary Resolution") unless the motion requires a Special Resolution, in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, Shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their iaNett Shares in their own name. Shareholders who do not hold their iaNett Shares in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of iaNett as the registered holders of iaNett Shares can be recognized and acted upon at the Meeting. If the iaNett Shares are listed in an account provided to a Shareholder by a broker, then in almost all cases those shares will not be registered in the Shareholder's name on the records of iaNett. Such shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). iaNett Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients.
Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their iaNett Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings.
Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their iaNett Shares are voted at the Meeting. The purpose of the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Independent Investor Communications Corporation ("IICC"). IICC typically mails a special proxy form to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to IICC. IICC then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of iaNett Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy form from IICC cannot use that proxy to vote shares directly at the Meeting - the proxy must be returned to IICC well in advance of the Meeting in order to have the iaNett Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting iaNett Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the iaNett Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their iaNett Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the Instrument of Proxy provided to them and return the Proxy to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of 120,000,000 shares consisting of 100,000,000 common shares without par value and 20,000,000 preferred shares with a par value of $0.01 per share. On February 20, 2002 16,371,328 common shares were issued and outstanding. Only Shareholders of record at the close of business on February 20, 2002 who either personally attend the Meeting or who have completed and delivered an Instrument of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their common shares voted at the Meeting.

Each Shareholder is entitled to one vote for each common share registered in his name in the Company's register of Shareholders.

To the knowledge of the Directors and Senior Officers of the Company, the following are Shareholders who beneficially own directly or indirectly shares carrying more than 10% of the voting rights attached to all shares of the Company:

Name and Address Approximate No. of Shares Percentage 614351 BC Ltd.(1) 2,733,270 16.70%

(1)

614351 BC Ltd. is a former creditor of the Company that settled debt on October 18, 2001 under the proposal to creditors pursuant to the provisions of the Bankruptcy and Solvency Act, RSC 1985, C. B-3, as amended.

ANNUAL FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended June 30, 2001 and the Auditor's Report thereon (the "iaNett Financial Statements") are included with the Circular and will be presented to Shareholders at the Meeting.
Copies of the iaNett Financial Statements, together with the Management's Report to Shareholders, Notice of Meeting, Information Circular and Proxy will be available from the Company's registrar and transfer agent, Computershare, 4th Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, or the Company's registered and records office, Fraser & Co.1200 - 999 West Hastings Street, Vancouver, British Columbia.

PART II - MATTERS TO BE ACTED UPON AT THE MEETING

NUMBER OF DIRECTORS

The Shareholders of the Company will be asked to pass an Ordinary Resolution resolving that the number of Directors of the Company be increased from three to six (6). The Management of the Company recommends to the Shareholders that the resolution be passed.

ELECTION OF DIRECTORS

The Shareholders at the Meeting have the right to elect six (6) Directors of the Company and determine their number for the ensuing year.

The persons named in the enclosed form of Proxy intend to vote in favour of fixing the number of directors at six (6). At the Meeting, Shareholders will therefore be asked to pass an Ordinary Resolution to set the number of directors of the Company at six (6) for the next year.

The Directors of the Company are elected annually and hold office until the next Annual General Meeting of the Shareholders or until their successors are appointed. In the absence of instructions to the contrary the enclosed proxy will be voted for the nominees herein listed.

Management does not contemplate that any of the nominees will be unable to serve as a Director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by Management to vote the proxy for the election of any other person or persons as Directors.

The following table sets out the name of each of the persons proposed by Management to be nominated for election as Director, any position with the Company now held by him, his past and present principal occupation(s), the date on which he became a Director of the Company and the approximate number of shares of the Company beneficially owned, directly or indirectly, and is based on information furnished to the Company by the nominees as at the record date:

Name, Principal Number of iaNett shares Percentage of iaNett Position and Occupation, and beneficially owned, shares beneficially Municipality if not at directly or indirectly, owned, directly or of Residence present an or over which control or indirectly, or over elected direction is exercised which control or director, direction is exercised occupation As at After Giving Prior to After during the last Date of Jan 31, Effect to the Giving Giving five years Appointment 2002 Acquisition Effect to Effect to as a the the Director Acquisition Acquisition
(1) (2) Gordon A. President, CEO July 26, 100,000 100,000 .6% .2% Samson and Director of 2001 President, the Company CEO/CFO & November 21, Director 2001 to Vancouver, BC present; Contract CFO projects 1999 to November 21, 2001; Global Securities 1997 to 1999; Bank Manager 1988 to 1996 Financial Officer, CCRA 1984 to 1988 Marcus New President, CEO Aug. 30, 52,778 52,778 .3% .1% Coquitlam, BC and Director of 2000 Secretary & Stockgroup.com Director from 1995 to present CK Chong Chief Financial proposed 150,000 8,716,667(3) .9% 18.9% Nominee Officer and Vancouver, BC Director of Pacific Ram Distributors ltd., from 1992 to present. Michael Chong President, CEO proposed 80,000 8,646,667(3) .5% 18.7% Nominee and founder of Vancouver, BC Pacific Ram Distributors Ltd. and Data Fortress Technologies Ltd., from 1991 to present Jordan CTO Data proposed NIL 5,533,333(3) NIL 12.0% Krushen Fortress Nominee Technologies Vancouver, BC Ltd. October 2000 to present; CTO Purple Media, Gatecash, ecMarket from 1996 to 2000 Rick Thomas Senior proposed 5,000 4,305,000(3) .03% 9.3% Nominee Executive, Big Vancouver, BC Pipe Inc. ("Shaw
Communication
Company") from
January 2001 to
present; Vice
President
Computer Pro
Inc. from 1995
to 2001; Tier1
Consultant to
IBM, Intiut,
Microsoft and
CitiBank

(1)

Percentages assume no outstanding options or Warrants are exercised

(2)

Percentages assume an aggregate of 30,000,000 iaNett Shares, 1,500,000 finder's fee shares and 200,000 sponsor shares will be issued in consideration of the Acquisition and that no outstanding options or Warrants have been exercised.

(3)

These shares will be held in escrow pursuant to the Surplus Share Escrow Agreement.

The above information has been furnished by the proposed directors individually.
See "Management of the Company" in Part IV - The Company for more particulars of the principal occupations of the proposed directors. All of the proposed nominees are ordinarily resident in Canada.

Gordon A. Samson, Marcus New and Shone Anstey, who are the Company's current directors, are also members of the Company's current Audit Committee. Shone Anstey has agreed to step down as a director effective with ratification of the nominees. The Company does not have an Executive Committee of its Board of Directors.

For particulars regarding the compensation received by executive officers of the Company during the past three financial years, see "The Company - Executive Compensation" in Part IV of this Circular.

APPOINTMENT AND REMUNERATION OF AUDITOR

Bedford Curry & Co., Chartered Accountants is currently the auditor of the Company. Management intends to appoint Bedford Curry & Co., as auditor for DFTG. At the Meeting, Shareholders will be asked to pass an Ordinary Resolution appointing Bedford Curry & Co, Chartered Accountants as auditor of the Company until the next annual general meeting of the Company at a remuneration to be fixed by the directors of the Company.

Management is in favour of the appointment of Bedford Curry & Co., Chartered Accountants as auditor for the Company and the persons named in the enclosed instrument of proxy intend to vote in favour of the appointment of Bedford Curry & Co., Chartered Accountants.

ACQUISITION OF DFTG

The principal purpose of the Meeting is to consider and, if thought appropriate, to pass an Ordinary Resolution approving the Acquisition by iaNett of all of the issued and outstanding DFTG Shares which will result in a Reverse Take-Over (RTO) under the policies of the CDNX. In accordance with the requirements of CDNX, the Board of Directors of iaNett is requesting that the Acquisition be approved by iaNett's Shareholders.

Share Exchange Agreement

The Share Exchange Agreement was entered into by iaNett, DFTG, Data Fortress, Pacific Ram, Connect West and the DFTG Shareholders on March 1, 2002. Pursuant to the Share Purchase Agreement, the DFTG Shareholders have agreed to transfer all of the issued and outstanding DFTG Shares, being 30,000,000 DFTG Shares in exchange for 30,000,000 iaNett Shares at a price of $0.10 per share, on the basis of one exchanged iaNett Share for each one DFTG Share, as follows:

Name of DFTG Shareholder Number of DFTG Shares iaNett Shares to be Held acquired on Closing CK Chong 8,566,667 8,566,667(1) Michael Chong 8,566,667 8,566,6671) Andy Chong 3,033,333 3,033,333(1) Jordan Krushen 5,533,333 5,533,333(1) Rick Thomas 4,300,000 4,300,000(1) TOTAL 30,000,000 30,000,000

(1)

These iaNett Shares will be subject to the Surplus Share Escrow Agreement described below under "Resale Restrictions on iaNett Shares".

Detailed disclosure regarding DFTG, its business and results of operations and the Company after completion of the Acquisition is provided under "Part III - Data Fortress Technologies Group 2002 Inc." of this Circular.

Closing Conditions of iaNett

The obligation of iaNett to complete the Purchase of the DFTG shares pursuant to the RTO is subject to certain conditions, including the following:

(a)

all covenants and agreements of the DFTG Shareholders and DFTG to be performed on or before the Closing Date pursuant to the terms and conditions of the Share Exchange Agreement have been duly performed;

(b)

on or before the Closing Date, no injunction or restraining order of a court or administrative tribunal of competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby;

(c)

iaNett has obtained Exchange and shareholder approvals of this Agreement;

(d)

the Management Agreements described in Schedules 13.1(d) to the Share Exchange Agreement have been duly executed and delivered;

(e)

the representations and warranties of the DFTG Shareholders contained in the Share Purchase Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;

(f)

the representations and warranties of the DFTG contained in the Share Purchase Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; and

(g)

since the date hereof and prior to the Closing Date, no loss or damage by fire, negligence or otherwise shall occur to the Business or Premises.

The preceding conditions are for the exclusive benefit of iaNett and such conditions must be fulfilled as described above or may be waived in whole or in part by iaNett on or prior to the date referred to therein by delivery to DFTG and DFTG Shareholders of a written waiver to that effect, signed by iaNett.

iaNett agrees that in the event that the sale of the DFTG Shares shall not be completed and the Share Exchange Agreement is consequently terminated, by either party, DFTG shall not be obligated to repay iaNett the loan of $25,000 which iaNett advanced to DFTG. This advanced loan is being used to fund related regulatory expenses on behalf of DFTG relating to the RTO.

Closing Conditions of DFTG and the DFTG Shareholders

The obligations of DFTG and DFTG Shareholders to complete the sale of the DFTG Shares to iaNett is subject to certain conditions, including the following:

(a)

all covenants and agreements of iaNett to be performed on or before the Closing Date pursuant to the terms and conditions of the Share Exchange Agreement have been duly performed;

(a)

(b)

the representations and warranties of iaNett contained in the Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

The conditions described above are for the exclusive benefit of DFTG and DFTG Shareholders and such conditions may be waived in whole or in part by DFTG and DFTG Shareholders on or prior to the Closing Date by delivery to iaNett of a written waiver to that effect, signed by DFTG and DFTG Shareholders.

Shareholder and Regulatory Approval

Majority of Minority Shareholder Approval

As the Acquisition is a Reverse Takeover under CDNX policies, in order to complete the Acquisition, iaNett must obtain "Majority of the Minority Approval" from the Shareholders. "Majority of the Minority Approval" means that the Acquisition must be approved by more than 50% of the votes cast at the Meeting by Shareholders who are not DFTG Shareholders, not Related Parties to DFTG and/or DFTG Shareholders.

Related Parties to DFTG include any promoter, officer, director, other insider or control person of DFTG and any Associates or Affiliates of such Persons.
Related parties to DFTG Shareholders include any associate to DFTG Shareholders.

The complete text of the ordinary resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

"BE IT RESOLVED, as an Ordinary Resolution, that:

The acquisition of all of the issued shares of Data Fortress Technologies Group Inc. ("DFTG") pursuant to a share exchange agreement dated March 1, 2002 in consideration of the issuance to the shareholders of DFTG of 30,000,000 common shares of the Company, at a deemed value of $0.10 per share, as more fully described in the Information Circular in respect of this Meeting, is authorized and approved as a Reverse Takeover as that term is defined in Policy 5.2 of the Canadian Venture Exchange.

The Board of Directors is hereby authorized, at its discretion, to revoke this resolution before it is acted upon and terminate the acquisition of DFTG without further approval of the Shareholders;

Any director or officer of the Company is authorized to execute such documents and to take such actions on behalf of the Company as he considers necessary or desirable to carry out the intent of the foregoing resolutions."

If the resolution is not passed by a "Majority of the Minority", the Company may not receive the approval of the Exchange necessary to complete the Acquisition.

Regulatory Approval

The Acquisition and the issuance of the iaNett Shares to the DFTG Shareholders are subject to the approval of CDNX. As of the date of the Circular, final CDNX approval has not been obtained.

Sponsorship Agreement

Pursuant to a Sponsorship Agreement dated for reference November 21, 2001, Canaccord has agreed to act as sponsor in connection with the Reverse Takeover, subject to completion of satisfactory due diligence. As compensation, Canaccord will receive a sponsorship fee in the amount of $30,000 plus GST, and 200,000 common shares of iaNett. The issuance of common shares of iaNett and the balance of the fee is due upon submission of the sponsorship report to the Exchange.
iaNett has also agreed to pay all expenses incurred by Canaccord relating to its involvement as sponsor. Canaccord's agreement to act as iaNett's sponsor pursuant to the Sponsorship Agreement should not be construed as any assurance as to the merits of the Acquisition or the likelihood of its completion.

Finder's Fee

Calderan Ventures Ltd. (the Finder), a private company incorporated under the laws of the Province of British Columbia having a head office located at 5719 Cranley Drive, West Vancouver BC, V7W 1S7, which is 100% beneficially owned by Jim Romano, will receive a finder's fee for the Acquisition. The Finder introduced DFTG to iaNett and also established the ground work for iaNett and DFGT to negotiate the RTO. The finder will also assist with the process of completing the Acquisition through participation in iaNett meetings and providing guidance on the process.

In consideration of the Finder introducing DFTG to iaNett, iaNett agrees to pay the Finder a commission equal to 5% of the value of the Acquisition (the Fee), by allotting and delivering to the Finder 1,500,000 common shares (at a deemed price of $0.10 per common share), being fully paid and non-assessable common shares of the Company not subject to any liens, charges or encumbrances whatsoever. These shares will be delivered immediately upon issuance.

The payment of the Fee is subject to the following terms and conditions:

iaNett receiving shareholder and Exchange approval to the Acquisition; and

iaNett and DFTG completing the Acquisition;

iaNett receiving Exchange approval to the payment of the Fee.

The shares issued to the Finder will be subject to the following hold periods:

(a)

a fourth month hold period under the provisions of the British Columbia Securities Act;

(b)

a concurrent four month hold period under the provisions of the Canadian Venture Exchange policies and may not be traded on or through the facilities of the Canadian Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident during the hold period; and

(c)

the finder, iaNett and Computershare, by verbal agreement, are entering into a Voluntary Pooling Agreement whereby 33% of the Finder's shares will be released on the closing of the Acquisition and the remaining 66% in 33% increments on the dates which fall 8 and 12 months from the date of the Acquisition.

Resale Restrictions on iaNett Shares

Statutory Hold Periods

The iaNett Shares to be issued to the DFTG Shareholders will be subject to a hold period under applicable securities laws which will expire four months after the Closing Date as iaNett has filed, with the British Columbia and Alberta Securities Commission, a recent Annual Information Form ("AIF") and all supporting documents required thereof.

Surplus Share Escrow Agreement

Resale of the iaNett Shares to be issued to the following DFTG Shareholders will also be restricted pursuant to a Surplus Share Escrow Agreement to be entered into by the Company, the DFTG Shareholders, and Computershare prior to the Closing:

Name of DFTG Shareholder Number of iaNett CK Chong 8,566,667 Michael Chong 8,556,667 Andy Chong 3,033,333 Jordan Krushen 5,533,333 Rick Thomas 4,300,000
TOTAL 30,000,000

All shares of the Company issued contemporaneously or in conjunction with the Acquisition to a Principal of DFTG" as defined in Policy 5.4 of the CDNX Corporate Finance Manual, will be escrowed pursuant to Policy 5.4 of the CDNX Corporate Finance Manual. Therefore, 30,000,000 iaNett Shares, to be issued to the above DFTG Shareholders, are subject to escrow restrictions and the escrowed shares shall be released as follows:

Release Dates Percentage of Total Escrow Total Number of iaNett Shares Shares to be Released to be Released 6 months following date of 5% 1,500,000 Exchange Notice of approval
of the Acquisition
12 months following 5% 1,500,000 Exchange Notice
18 months following 5% 1,500,000 Exchange Notice
24 months following 5% 1,500,000 Exchange Notice
30 months following 10% 3,000,000 Exchange Notice
36 months following 10% 3,000,000 Exchange Notice
42 months following 10% 3,000,000 Exchange Notice
48 months following 10% 3,000,000 Exchange Notice
54 months following 10% 3,000,000 Exchange Notice
60 months following 10% 3,000,000 Exchange Notice
66 months following 10% 3,000,000 Exchange Notice
72 months following 10% 3,000,000 Exchange Notice
TOTAL 100% 30,000,000

Closing Date

If the Meeting is held as scheduled and is not adjourned and the other closing conditions are satisfied or waived, iaNett will issue the iaNett Shares to the DFTG Shareholders on the Closing Date. It is the objective of iaNett to have the Closing Date occur as soon as practicable after the Meeting. Management expects that the Closing Date will occur in April, 2002.

On or before the Closing Date, iaNett intends to file an amendment to its Memorandum with the British Columbia Registrar of Companies to change its name from "iaNett International System Ltd." to "Data Fortress Group Limited" (see Name Change below).

DFTG Value Information and Discussion

No independent report of fair market value of Data Fortress Technologies Group
(2002) Inc. (described herein as DFTG) was commissioned as the holding company for the three subsidiary companies, Data Fortress Technologies Ltd., Pacific Ram Distributors Ltd., and Connect West Networks Ltd. The wholly owned subsidiary, Connect West Networks Ltd., was incorporated in January 2002 in order to separate business operations and execute a contract with Simon Fraser University ("SFU") for the provisions of network services. Data Fortress Technologies Ltd., was incorporated September 7, 2000 and began operations in January 2001 to provide colocation and managed services as well as operate a proprietary redundant 3.2 kilometer fiber optic ring ("data loop") in downtown Vancouver, connecting the Data Fortress data center to the Internet backbone at Harbour Centre. Pacific Ram Distribution Ltd., was incorporated March 1991 and provides wholesale manufacturing and equipment sales.

DFTG Value Approach

Pacific Ram Distributors Ltd., did provide a third party report authored by The Geneva Companies Inc. ("Geneva") with offices in Toronto, Ontario, as at October 29, 2001. The Geneva Evaluation Report ("Report") was furnished for the exclusive use of Pacific Ram Corporation and is a firm that relies on its extensive mergers and acquisitions experience to determine the appropriate use and weight of valuation approaches. With more than two decades of experience valuing and, most importantly, selling businesses helps them assess value of companies in the M&A market.

The Geneva report was limited in scope to Pacific Ram Distribution as a stand-alone operation and the authors were not made aware of the associated companies or of the intended integration or organization as wholly owned subsidiaries of the holding company Data Fortress Technologies Group (2002) Inc. (described herein as DFTG). Within this limitation Geneva provided a notional value of Pacific Ram Distribution Ltd at $878,000 as value to owner, and, as a stand-alone operation. A copy of this report will be available at the Meeting or upon request to the Company.

The holding company Data Fortress Technology Group (2002) Inc. (DFTG) and Connect West Networks Ltd., had not yet been formed at the time the November 21, 2001 Agreement in Principle was entered into, iaNett management deemed it appropriate to accept the Geneva report as an indication of value for Pacific Ram and negotiated the Agreement in Principle as follows per item 3 of the November 21, 2001 Agreement in Principle;

"Purchase and Sale Of the Data Fortress Group Shares: INE will purchase all of the common shares in the capital of the Data Fortress Group, the holding company which are outstanding as at the Closing (previously defined as the Data Fortress Acquisition) based on the following deemed values;

Pacific Ram Distribution Corp. $1,000,000

Data Fortress Technologies Ltd. $1,000,000

Connect West Networks Ltd. $1,000,000

The above values were negotiated as to amount with the subject that Connect West Networks Ltd. before Closing signs an agreement with Simon Fraser University ("SFU") that provides for $10,000 per month cash flow after direct costs per the pending 10-year contract proposal made to SFU. There can be no assurance Connect West will successfully negotiate a Final agreement with SFU. While no agreement has been signed at the current date a Letter of Intent has been entered into. The contemplation of the November 21, 2001 Agreement in Principle was for the SFU contract as described or another contract of like value executed with Connect West Networks Ltd., in order to have value attributed to this company. As at December 31, 2002 Connect West Networks Ltd. entered into a two year renewable contract with HealthNet Networks Ltd. which provided for a one-time $14,438 set up fee and monthly recurring revenue to Connect West Networks Ltd of $10,538.00. Management considered this monthly revenue as cash flow as there is no attached direct costs to the revenue and marginal overhead obligations in terms of providing space to the equipment provided by HealthNet Networks Ltd..

As contemplated, Connect West Networks Ltd., at the time of the Agreement did not actively engage in any business, however as at February 14, 2002 a letter of intent with SFU has been executed. Management anticipates that, if a final agreement with SFU is ultimately signed, it will provide for $10,000 per month cash flow on an EBITDA basis into Connect West Networks Ltd. Accordingly, as at November 21, 2001, iaNett management examined the "potential" value of Connect West and compared it to its determination of value established using a cash flow basis. On the single SFU contract using a multiple of 5X cash flow there is potential market value of $600,000.

The subsidiary Data Fortress was also still in start up stages as at November 21, 2001 with gross revenues of only $17,000 from April 2001 to September 2001. In arriving at the negotiated value for Data Fortress iaNett management considered using actual historical share transactions primarily the $210,000 convertible debenture. Data Fortress contemplated the issue of up to $400,000 principal amount 20% Convertible Unsecured Subordinated Debentures (the Debentures) as at September 2001 at a rate of 10% with semi-annual installments. Accordingly Data Fortress reserved an allotment of 20% of the Common Shares in its unissued capital stock upon conversion if the Debentures. The conversion feature implied a value of Data Fortress of $2,000,000 based on this potential issuance of shares to non-arm's length parties. As at September 30, 2001 $210,000 of the Debenture had been issued to the following family and friends;

Name of Debenture Holder Amount of Debenture Date of Execution Ryan Kenny 10,000 September 6, 2001 Eric Ooi Chang Joo 20,000 September 8, 2001 Felix Michael Terry 20,000 September 5, 2001 Ernest & Molly Cheah 20,000 September 5, 2001 Lam Tak Wong 40,000 September 11, 2001 John Cheah and Lynn Lim 20,000 September 5, 2001 Janet Cheng/Kwok Ki Yeung 20,000 September 6, 2001 Leigh & Anita Saari 20,000 September 4, 2001 Teresa Englmann 20,000 September 7, 2001 Susan W.C. Wong & Wen Mei Wong 20,000 September 3,2001 $210,000

The conversion feature of the Data Fortress debenture has at the date of this disclosure been removed and iaNett management is of the view that such historical share transactions are not indicative of fair market value given that investors were made up of family and friends and were fully aware that Data Fortress planned to seek a listing on a public stock exchange in Canada.

DFTG Negotiation Approach

Given the nature and status of overall business operations of the holding company DFTG and its subsidiaries, Pacific Ram, Connect West and Data Fortress as well as the approaches to value outlined above, iaNett management determined that the most appropriate method for negotiating value for the DFTG holding company was to accept the Geneva Report for Pacific Ram and as an indication of value, but, as a method for determining a range of value for Pacific Ram, Data Fortress and Connect West, was to use an income-based approach, namely a capitalized earnings before interest taxes and depreciation and amortization ("EBITDA") approach. Such an approach was arrived at through examination of Data Fortress results, the income prospects of both Data Fortress and Connect West and the significant levels of capital expenditures required in the industry, feedback from industry participants and available industry analyst information.

As the means for negotiating value of the three subsidiaries, Pacific Ram, Data Fortress and Connect West, iaNett management utilized a projected cash flow approach, with a 25% discount to projections provided by management of Data Fortress.

iaNett management's assessment, involved among other things, interviews with the principals of Pacific Ram, Data Fortress and Connect West, a review of the business plans, site visits, a review of financial information, material agreements, marketing plan, customer lists, staffing plan, and other information and general research in the market for the demand of colocation services, managed services, bandwidth services and IT contracting services. iaNett management also relied upon the accuracy of the provided information and has made certain assumptions, including among other things that key management of Data Fortress and Connect West would continue in employment for at least 24 months, Data Fortress and Connect West would have adequate financial resources to implement its business plan, the book value of Data Fortress assets is equal to the market value, and Data Fortress has title to its assets free of liens and claims.

Using these approaches iaNett management examined Data Fortress's and Connect West's and Pacific Ram's potential market value. Potential market value is not equal to fair market value. Potential market value refers principally to future cash flows. (with adjustment for risk). Such values are based on many factors, including market conditions, as well as specific past, current and projected organizational performance.

Accordingly, iaNett management examined the "potential" value of DFTG (the potential market valuation can be a more aggressive view of the prospects, i.e., assuming needed funding is secured, the closing of the Acquisition, and more positive developments with respect to larger revenue generating contracts).

The current potential value estimate for DFTG of $2.3 million (i.e., five-year, April 02 - March 07) was arrived at by using a projected discounted cash flow and (discount rate of 25% and an annual growth of 10%) indicated that a notional purchaser would likely see that the current potential value of DFTG as significant, confirmed somewhat by the independent report by Geneva Corp., but - as would be expected - fair market value before acquiring stronger revenue generating contracts, and generating such expected revenues, would be less.

Corporate Structure

Upon completion of the Acquisition, the anticipated corporate structure of the Company will be as follows:

*Management anticipates these companies will be wound up in due course after closing of the transaction.

Pro Forma Consolidated Financial Position

The pro forma consolidated financial statements attached as Schedule "D" to this Circular reflect the effect of the proposed Acquisition and related assumptions. The assumptions applied in the compilation of the pro forma consolidated financial statements are disclosed in the notes thereto. The pro forma consolidated financial statements should be read in conjunction with the audited June 30, 2001 and unaudited September 30, 2001, iaNett Financial Statements, attached as Schedule "A" to this Circular, and the audited and unaudited financial statements of Pacific Ram Distributors Ltd. and Data Fortress Technologies Ltd. for the periods ended March 31, 2001 and September 30, 2001 attached as Schedules "B" and "C" to this Circular. Respective auditors have reviewed the unaudited stub periods and a comfort letter is attached in each case.

Accounting Treatment

The Acquisition will be treated for accounting purposes as a reverse take-over.
See "Pro Forma Consolidated Financial Statements" in Schedule "D" to this Circular.

Recommendation of the Board of Directors

The DFTG Shareholders have agreed to escrow their iaNett Shares over a six-year period and accordingly the directors of the Company are satisfied that the significant risk of having their iaNett Shares escrowed for such a long period of time warrants the 20% discount to the trading value of the iaNett Shares being issued. As at November 21, 2001 the trading range of the common shares of iaNett was $0.12 - $0.13. Accordingly, after due consideration to all the factors the trading price of the Company's stock at the Agreement in Principle date, November 21, 2001 and with a view to the escrow terms applicable to the DFTG Shareholders and a recognition of the value of the DFTG's business, the Board has concluded the DFTG Acquisition is in the best interests of the Company.

The Board has authorized the submission of the Acquisition Resolution to the Shareholders for approval. Accordingly, the Shareholders will be asked to consider and, if thought fit, pass an Ordinary Resolution to approve the Acquisition as set out on page .

The Board of Directors unanimously recommends that the Shareholders vote "For" the Acquisition Resolution.

The discretionary authority granted by the enclosed Proxy will be used by Management to approve any amendments to the Acquisition Resolution acceptable to Management.

Unless otherwise directed, it is the intention of Management designees to vote Proxies in the accompanying form "FOR" the Ordinary Resolution approving the Acquisition.

In conjunction with the Acquisition, and in order for iaNett and DFTG to have the same financial year end, iaNett intends to change is financial year end from June 30 to March 31. No approvals are required to effect this change.

NAME CHANGE

At the Meeting, the Shareholders will be asked to consider and, if thought fit, to pass, with or without variation, the following Special Resolution:

(a)

The Company's name be changed from "iaNett International Systems Ltd." to "Data Fortress Group Inc." or such other name as the Board of Directors may, in its discretion, approve and as may be acceptable to the Registrar of Companies (British Columbia) and the Canadian Venture Exchange;

(b)

The Company's Memorandum be altered so that it will be in the form set out in "E" to this Information Circular to reflect the name change;

(c)

Any one officer or director of the Company be and is hereby authorized to do all such things and execute all such instruments as may be necessary to give effect to this Special Resolution, including delivering a certified copy of this Special Resolution and altered Memorandum to the Registrar of Companies (British Columbia); and

(d)

Notwithstanding approval of the Shareholders of iaNett as herein provided, the Board of Directors of iaNett may, in its sole discretion, revoke the Special Resolution before it is acted upon, without further approval of the Shareholders of iaNett.

The name change must be approved by Special Resolution in order to become effective. To be passed, a Special Resolution requires the affirmative vote of at least three-quarters (3/4) of the votes cast by the Shareholders present at the Meeting in person or represented by Proxy. If the Special Resolution is not approved, or in the event that the Company does not complete the Acquisition, the Board of Directors of the Company will not proceed with the change of name.

If Shareholders pass the Special Resolution authorizing the name change, the Company must file a certified copy of the resolution with the Registrar of Companies for British Columbia, and the resolution will take effect on the date of filing. Even if Shareholders pass the resolution, the Company's directors may decide not to implement the name change at their sole discretion. The Company cannot make the proposed changes without the approval of the Exchange.

The discretionary authority granted by the enclosed Proxy will be used by Management to approve any amendments to the above resolution acceptable to it.

Unless otherwise directed, it is the intention of the Management designees to vote Proxies in the accompanying form "FOR" the Special Resolution approving the name change.

AMENDMENT OF ESCROW SHARES

Under the policies of CDNX, and in particular pursuant to CSA Notice 46-302 governing amendments of Escrow Agreements and in particular the guidelines under which it will permit existing escrow Agreements to be amended to reflect the release terms included in the proposed uniform escrow regime outlined in the CSA Notice 46-302, the Company must obtain the approval of its Shareholders to an amendment.

As the amendment to the Escrow Agreement is within the guidelines of CSA Notice 46-302 under CDNX policies, in order to amend the Escrow Agreement, iaNett must obtain "Majority of the Minority Approval" from the Shareholders, ie. approved by a majority vote of the Shareholders excluding escrow shareholders and their affiliates and associates.

The complete text of the ordinary resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

"BE IT RESOLVED, as a Special Resolution, that:

(a)

Subject to Regulatory Approval, the Company's Escrow Agreement dated June 23, 1999 (the Escrow Agreement), between the Company, Mr. Sanidas and Montreal Trust Company of Canada (now Computershare Trust Company of Canada) be amended pursuant to CSA Notice 46-302.

(a)

Notwithstanding approval of the Shareholders of iaNett as herein provided, the Board of Directors of iaNett may, in its sole discretion, revoke the Ordinary Resolution before it is acted upon, without further approval of the Shareholders of iaNett.

The amendment to the Escrow Agreement must be approved by Ordinary Resolution in order to become effective. To be passed, an Ordinary Resolution requires the affirmative vote of at least three-quarters (3/4) of the votes cast by the Shareholders present at the Meeting in person or represented by Proxy.

Unless otherwise directed, it is the intention of the Management designees to vote Proxies in the accompanying form "FOR" the Ordinary Resolution approving the amendment to the Escrow Agreement.

APPROVAL OF AMENDMENT TO STOCK OPTION PLAN

Incentive stock options are granted at the discretion of the directors to insiders of the Company pursuant to an incentive stock option plan (the 1999 Plan) dated May 18, 1999, as amended June 25, 1999 (the 1999 Plan) which amendment was approved by the shareholders at an Annual General Meeting held on June 29, 1999. The Company implemented a new Plan dated July 14, 2000 (the 2000 Plan), as the number of options available under the 1999 Plan was limited.
Therefore, the Company had two option plans in existence, as there were still options available under the 1999 Plan. At the 2002 Meeting, Shareholders will be asked to consider and if thought fit, to approve, with our without amendment, an amendment to the Company's 1999 and 2000 Plan to increase the maximum number of common shares reserved by the Company for issuance and which may be purchased upon the exercise of all options under the Plan to 3,274,266 (equal to 20% of the Issued and Outstanding Share Capital of the Company); The Plan, attached to this circular as Schedule "F", requires approval from the Canadian Venture Exchange.

All incentive stock options issued are subject to a vesting period, whereby 25% of the number of options issued may be exercised on the date of grant, and a further 25% at intervals of 6, 12 and 18 months from the date of grant.

The Company may grant stock options to its directors, senior officers and employees or to employees of a company providing management services to the Company or to consultants engaged by the Company in consideration of them providing their services to the Company. The number of shares subject to each option is determined by the Company's Board of Directors within the guidelines established by such regulatory authority. The options enable such persons to purchase shares of the Company at a price fixed pursuant to the rules of such regulatory body. The option agreements provide that, subject to the vesting schedule, the option can only be exercised by the optionee and only so long as the optionee shall continue in the capacity as a director, senior officer or employee of the Company or within a period of not more than 30 days after ceasing to be a director, officer or employee or, if the optionee dies, within one year from the date of the optionee's death. The options are exercisable by the optionee giving the Company notice and payment of the exercise price for the number of shares to be acquired.

Specific disinterested shareholder approval is required to any plan where options may exceed 5% of the issued shares to any one individual during a fiscal year, or where the overall number of options to be issued during a fiscal year, including outstanding stock options issued prior to the implementation of a Plan, exceed 20%. During 2001, no individual grants were made exceeding 5% of the Company's issued and outstanding shares, nor did the overall number of options granted during 2000 exceed 20% of the Company's issued and outstanding shares.

The Company granted a total of 789,250 stock options under the Plan during fiscal 2001, and an aggregate of 1,410,000 incentive stock options are currently outstanding. All current outstanding stock options that are under the Plan are as follows:

Name of Optionee No. of Option Exercise Expiry Shares Price Date Gordon Samson 100,000 $0.20 Jan. 4, 2007 Gordon Samson 100,000 $0.10 Oct. 5, 2006 Theo Sanidas 190,000 $0.10 Oct. 5, 2006 Theo Sanidas 55,000 $0.10 Nov 23, 2005 Marcus New 50,000 $0.20 Jan. 4, 2007 Marcus New 305,000 $0.10 Oct. 5, 2006 Marcus New 20,000 $0.10 Sept 5, 2005 Marcus New 10,000 $0.10 Nov 23, 2005 Marty Anstey 24,000 $0.10 Oct. 5, 2006 Marty Anstey 1,000 $0.10 Sept 5, 2005 Marty Anstey 5,000 $0.10 Nov 23, 2005 Shone Anstey 50,000 $0.20 Jan. 4, 2007 Shone Anstey 94,000 $0.10 Oct. 5, 2006 Shone Anstey 1,000 $0.10 Sept 5, 2005 Shone Anstey 5,000 $0.10 Nov 23, 2005 Richard Cushing 50,000 $0.20 Jan. 4, 2007 Richard Cushing 24,000 $0.10 Oct. 5, 2006 Richard Cushing 1,000 $0.10 July 12, 2004 Richard Cushing 5,000 $0.10 Dec 21, 2004 Richard Cushing 5,000 $0.10 Nov 23, 2005 Ron Goyette 28,500 $0.10 Oct. 5, 2006 Ron Goyette 1,500 $0.10 Dec 21, 2004 Ron Goyette 5,000 $0.10 Nov 23, 2005 Tina Miller 8,750 $0.10 Oct. 5, 2006 Tina Miller 1,250 $0.10 Nov 8, 2004 Kathy Stahr 15,000 $0.10 Oct. 5, 2006 Kathy Stahr 5,000 $0.10 Nov 23, 2005 Jim Romano 100,000 $0.20 Jan 4, 2007 Scott Young 100,000 $0.20 Jan. 4, 2007 Marie Shields 50,000 $0.20 Jan. 4, 2007 Total

Accordingly, the shareholders will be asked at the Meeting to pass an Ordinary Resolution, the text of which is substantially in the form as follows. In accordance with CDNX policy, Insiders of the Company and their associates will abstain from voting on the following resolutions. The Company will consider the term "insiders" to include persons nominated for election as directors at the Meeting.

"BE IT RESOLVED THAT:

(a)

the Amendment to the Company's Incentive Stock Option Plan dated for reference February 20, 2002, subject to Regulatory Approval, authorizing the Company to grant to eligible officers, directors, employees and qualified consultants of the Company options to purchase an aggregate of 3,274,266 common shares (or 20% of the issued and outstanding common shares) of the Company, be and is hereby approved;

(b)

the granting and exercise of incentive stock options previously granted to certain officers, directors, employees and qualified consultants of the Company in accordance with the terms of the Company's Incentive Stock Option Plan, and any amendments to such options granted, are hereby approved; and

(c)

the directors of the Company be authorized to grant additional options to officers, directors, employees and qualified consultants of the Company, and to amend such options granted, pursuant to the terms of the Incentive Stock Option Plan and subject to regulatory approvals, and that no further approval from the shareholders shall be required prior to the exercise of all or part of any such options granted."

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the best of the knowledge of the Company and its Management, no insider of the Company, no proposed nominee for election as a director or any Associate or Affiliate of such Persons or companies, has any material interest, direct or indirect, in any transaction during the past year or any proposed transaction which has materially affected or will materially affect the Company, other than as disclosed herein or in the iaNett Financial Statements.

PART III - Data Fortress Technologies Group (2002) Inc. ("DFTG")

INCORPORATION AND CORPORATE HISTORY

Data Fortress Technologies Group (2002) Inc. or DFTG is a private British Columbia company that was formed on March, 2002 as a holding company for the three related private companies, namely Pacific Ram Distributors Ltd., Data Fortress Technologies Ltd., and Connect West Networks Ltd. (collectively the Subsidiaries).

DFTG has entered into a Share Exchange Agreement dated March 1, 2002 with the Subsidiaries whereby DFTG has acquired all of the issued and outstanding shares of the Subsidiaries. Details of the Subsidiaries are set out below.

Pacific % Data % Connect % Exchange to % Ram Fortress West Data Fortress Group (2002) Andy 3,033,333 30.33% 3,033,333 10.11% Chong
CK 3,033,334 30.33% 3,033,333 30.33% 2,500,000 25.00% 8,566,667 28.56% Chong
Michael 3,033,333 30.33% 3,033,334 30.33% 2,500,000 25.00% 8,566,667 28.56% Chong
Jordan 3,033,333 30.33% 2,500,000 25.00% 5,533,333 18.44% Krushen
Rick 900,000 9.00% 900,000 9.00% 2,500,000 25.00% 4,300,000 14.33% Thomas
Totals 10,000,000 100.00% 10,000,000 100.00% 10,000,000 100.00% 30,000,000 100.00%

The head office of DFTG is located at LM - 1281 West Georgia Street, Vancouver, British Columbia. The registered and records office of DFTG is located at Pyke, Lambert, Leathley, Russell, 500 Cooney Road, Richmond, B.C. V6X 3M1.

Pacific Ram Distributors Ltd.

Pacific Ram Distributors ("Pacific Ram") was incorporated in March 1991, in British Columbia.

Prior to the organization as a wholly owned subsidiary of DFTG, Pacific Ram was owned as to 30.33% by Michael Chong and as to 30.33% by CK Chong and as to 30.33% Andy Chong and as to 9.% Rick Thomas. At the time of being organized as a wholly owned subsidiary, the directors and officers of Pacific Ram were as follows:

Name Position
Michael Chong President and Director
CK Chong Treasurer and Director
Andy Chong Director

Data Fortress Technologies Ltd.

Data Fortress Technologies Ltd. was incorporated on September 7, 2000 in British Columbia. ("Data Fortress")

Prior to the organization as a wholly owned subsidiary of DFTG, Data Fortress was owned as to 30.33% by CK Chong and as to 30.33% by Michael Chong and as to 30.33% by Jordan Krushen and as to 9.0% as to Rick Thomas. At the time of being organized as a wholly owned subsidiary, the directors and officers of Data Fortress were as follows.

Name Position
Michael Chong President and Director
CK Chong Treasurer and Director
Jordan Krushen CTO, Director
Rick Thomas Director

Connect West Networks Ltd.

Connect West Networks Ltd. was incorporated on January 8, 2002 in British Columbia. ("Connect West")

Prior to the organization as a wholly owned subsidiary of DFTG, Connect West was owned as to 25.0% by CK Chong and as to 25.0% by Michael Chong and as to 25.0% by Jordan Krushen and as to 25.0% as to Rick Thomas. At the time of being organized as a wholly owned subsidiary, the directors and officers of Data Fortress were as follows.

Name Position
Michael Chong President and Director
CK Chong Treasurer and Director
Jordan Krushen CTO, Director
Rick Thomas Director

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS OF DFTG

In this Circular, the business of DFTG is described on an "as consolidated" basis. In other words, while the following sections describe each wholly owned subsidiary separately DFTG operates as a singular enterprise achieving synergies both internally, organizationally, and externally through cross selling services. The businesses which they carry out and which continue to carry out through the amalgamated entity DFTG are described as the business of DFTG unless there is some reason to distinguish between the three subsidiary companies.

The companies collectively provide wholesale manufacturing of equipment ranging from PC's to high-end Servers, data center equipment, high-speed networking, data warehousing, data security, metropolitan area networks, Internet connectivity, data storage services, co-location and managed services.

This full service ability permits the Company to alter perceptions of traditional methods for enterprises frustrated with managing internal Information Technology ("IT") functions from capital expenditures to payroll and other overhead-related costs associated with network management and data communication.

Since 1991, DFTG has operated a computer manufacturing and systems integration facility under the brand name "Logic Computers" and is located in Richmond, B.C., Canada. This location continues to offer access to the markets of the Far East, Europe and North America, where the Company's clients operate. The facilities are held under a three year lease with Bee Keok Chong, the spouse of CK Chong, a proposed director of the Company, at $1,600.00 per month plus applicable property taxes.

In January 2001, the Company became one of the first companies of its kind in the Vancouver market to operate a collocation data center and data storage facility to provide its customers with a secure environment.

In October 2001, the Company completed the installation of a redundant 3.2-kilometer fiber optic cable ring within the downtown core of Vancouver.
This fiber optic ring connects DFTG's data centre to the Internet backbone at Harbour Centre.

PACIFIC RAM DISTRIBUTION CORP.

Pacific Ram Distribution Corp. ("Pacific Ram") was established in April of 1991 to become a computer manufacturer and systems integrator using the brand name "Logic Computers". The Company's operations are located in Richmond, British Columbia, Canada.

Pacific Ram produces a full line of the latest Personal Computers and Business Workstations, as well as Servers to meet the ever-growing needs of its customers. The Company has suppliers including Panasonic, U.S. Robotics, Yamaha, Pioneer, Toshiba, Memorex, Epson, Hewlett-Packard, Fujitsu, Palm, Acer, Borderware and Canon, just to name a few.

Over the past 11 years, Pacific Ram has successfully strengthened these strategic relationships with its suppliers. This has enabled the Company to provide its clients with service and commitment. As the computer industry expands, the growth of Pacific Rim and European markets gives Canadian companies a larger role as computer manufacturers and system integrators. Pacific Ram has successfully established itself in both of these arenas with strong strategic partnerships and client service.

DATA FORTRESS TECHNOLOGIES LTD.

Data Fortress Technologies Ltd. ("Data Fortress") was founded in January of 2001 to provide customers with a secure environment and access to a fiber optic network. Data Fortress is one of the first companies of its kind in the Vancouver market to operate a co-location data center and data storage facility.

In October 2001, Data Fortress completed the installation of a redundant 3.2-kilometer fiber optic cable ring within the downtown core of Vancouver.
This fiber optic ring connects the Data Fortress data centre to the Internet backbone at Harbour Centre. Having its own downtown fiber optic data loop is a competitive advantage and creates business opportunities for Data Fortress.

CONNECT WEST NETWORKS INC.

Connect West Networks Inc. ("Connect West") was established in May 2001 to respond to a 'Request for Proposals' from Simon Fraser University. In its response, Connect West presented the University with a unique and innovative solution, which incorporated many of its strategic partners. SFU has indicated its intention to accept the proposal by Letter of Intent, dated February 14, 2002. The Letter of Intent is subject to final approval by SFU's Board of Governors. If that approval is received, Connect West must then successfully negotiate a binding agreement with SFU. There can be no assurance that the approval of the Board of Governors will in fact be received, or if it is received, that the Company will be able to successfully negotiate a final agreement with SFU.

The ever-expanding need for broadband connectivity is especially apparent in residential and commercial settings, university campuses, as well as numerous other applications. Connect West specializes in support, design and implementation of local and wide area network solutions. It provides connectivity from start to finish, designing solutions that completely meet the needs of its customer. Connect West's management team has over 45 years of project management and consulting experience.

Accomplishments to Date

Since its launch in January 2001, Data Fortress as a wholly owned subsidiary of DFTG has been successful in attracting a wide range of customers to its facility:

Application Service Providers (ASPs)

Web Hosting Companies

Software Developers

Movie Production Companies - streaming video

Web-based entertainment providers

To date, the Company has achieved a number of important milestones and objectives including:

Completed Fibre Ring including lighting of first four strands on diverse routes.

Completed transition of placing BIG PIPE as the primary Internet provider with Group Telecom as the secondary provider.

Installed (3) Different VOIP companies into DFTG facilities, making it the largest provider of services in the British Columbia market.

Completed the first stage of the fully managed services for Skinny Scrip including three on ramps to the fibre ring.

Implemented the first and second fully managed outsource infrastructure contracts.

Re-organized sales team and management to increase their effectiveness while reducing the over-all cost of sales.

Completed installation fully managed services of "Healthnet" and its related companies.

SUMMARY AND ANALYSIS OF FINANCIAL OPERATIONS

Attached to this Circular are:

(a)

audited and unaudited financial statements of Pacific Ram Distribution Ltd. for the fiscal year ending March 31, 2001 and the auditor's report thereon and the six months ending September 30, 2001 (unaudited with letter of comfort); and

(b)

audited and unaudited financial statements of Data Fortress Technologies Ltd.
for the fiscal year ending March 31, 2001 and the auditor's report thereon and the six months ending September 30, 2001 (unaudited with letter of comfort).

(c )

financial statements of Connect West Networks Ltd. are not provided as company formed on January 2002

Selected financial information for the last two financial years ending March 31, 2000 and 2001 and the six-month period ending September 31, 2001 on a consolidated basis is noted in the table below.

Summary of Financial Information

Data Fortress Technologies Ltd. Pacific Ram Distributors Ltd.

Six Months Year Ending Year Ending Six Months Year Ending Year Ending Ending March 31, March 31, Ending March 31, March 31, September 2001 2000 September 2001 2000 30, 2001 Audited Unaudited 30, 2001 Audited Unaudited Unaudited Unaudited Sales 17,307 14,920 N/A 2,081,2069 5,866,285 4,588,732 Gross profit 17,307 14,920 N/A 205,566 597,233 518,942 Advertising and 650 6,734 N/A 4,097 21,697 17,522 Promotion
Accounting and 41,384 11,980 N/A 54,872 8,371 8,941 Legal
Amortization 31,262 13,621 N/A 2,373 5,395 9,066 Bank Charges and 1,747 9,242 N/A 17,771 24,103 18,866 Interest
General and 32,959 44,741 N/A 18,968 118,685 99,467 Administrative(1)
Rent and Utilities 22,416 31,350 N/A 10,949 22,999 23,997 Wages and Benefits 91,003 44,850 N/A 168,761 348,303 324,720 Net Income (Loss) (204,114) (147,598) N/A (72,225) 47,680 16,363 from Operations
Working Capital 70,020 (9,795) N/A 51,988 120,526 136,693 Fixed Assets 254,114 44,505 N/A 17,964 17,310 23,725 Inventory N/A N/A N/A 263,603 338,077 229,064 Long Term 286,703 92,965 N/A 282,711 271,048 24,702 Liabilities
Retained Earnings (251,493) (147,379) N/A 105,843 178,068 130,388

(1)

These expenses include legal, accounting and consulting fees paid in addition to the administrative fees relating to operations.

Current Operations

Data Fortress occupies 3,600 square feet in the basement of 1281 West Georgia Street with 1,200 square feet currently dedicated to collocation with a capacity of 48 rack spaces. The existing collocation space can be scaled to 2,800 square feet and 116 rack spaces and can also be expanded to other buildings using a LAN extension technology. The current location was identified as ideal for a collocation facility for the following reasons:

the relatively cool temperatures below ground level

the building maintains a high level of security, requiring card access after hours

there are only 2 points of entry to Data Fortress' suite

the concrete walls are 8" thick (location used to be the TD Bank's document vault)

Data Fortress infrastructure offers several peering connections to the Internet backbone and is directly connected to broadband communications service providers Group Telecom and Big Pipe Inc. (a Shaw Subsidiary). These networks are fully redundant (meaning bi-directional data flow capabilities even if the fiber line is broken), running Border Gateway Protocol (BGP4) and utilizing Extreme Networks equipment. The Company also provides:

A separate electrical circuit for the data centre

Fully redundant fiber optic broadband connectivity

Secure space for servers and other network equipment

Seismic Zone 4 rated and mounted racks

Clean, redundant Liebert uninterruptible power supply (UPS)

Raised floors for clean, efficient air flow and cable management

State-of-the-art climate controlled environment

Fire suppression, alarm, and video monitoring systems

Network operations centre to monitor networks and equipment

10.

Network support services - managed networks

Revenues are generated from a number of diverse areas:

Offline post-production

Hi-speed connectivity

Collocation

Internal managed services

External managed services

Hardware sales and services

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 for Pacific Ram Distribution Corp.

Pacific Ram generated revenues of $5.8 million in fiscal 2001 compared to $4.5 million in 2000, representing am increase of 34%. This was increase was a result of a number of corporate clients of the company fulfilling large orders.

Gross margins remained the approximately the same at about 11% with gross profit being posted at $597,233 and $518,942 for the two fiscal periods respectively.

Marketing and general administration costs increase marginally over the year and as a percentage of gross sales dropped marginally.

Liquidity and Capital Resources

Bank indebtedness as at March 31, 2001 was approximately $271,000. Cash reserves for the period remained flat, however the referred to bank loan increased from $24,000. Working capital decrease from $136,000 to $120,000, however total assets in the company increased from $639,997 to $1,074,268 reflecting significant increases in accounts receivable from increased sales volume and significant increases in inventory balances.

Year Ended March 31, 2001 for Data Fortress Technologies Ltd.

Data Fortress Technologies Ltd., generated revenues of $14,920 for operations September 7, 2000 (inception) to March 31, with limited operations for the period. As such no comparatives are available for the period with no material operations until December 2001.

Liquidity and Capital Resources

Bank indebtedness at March 31, 2001 was approximately 70,000 which combined with intercompany loans of approximately $100,000 has financed the company from start up with some increase in accounts payable and an increase in accounts receivable.

PRODUCTS AND SERVICES

Overview

Managed Services

DFTG is one of a few Canadian companies providing data storage and collocation as a service. This service allows customers to connect their computer systems, or plug in, to the DFTG network to store and access their data in much the same way they obtain and use electricity or a telephone service. Managed storage services include storage and management of customers' primary data, tape back-up of data for archival and restoration purposes, and real time copies of customer data at remote sites. DFTG also assesses, designs and implements customers' data storage environments, addressing customers' primary data needs as well as disaster recovery and business continuity plans. Customers include organizations that require large and rapidly growing volumes of data storage capacity and include established enterprises and Internet-based businesses in a wide range of industries, such as application service providers ("ASP"), communications, media, retail, wholesale distribution, health and education.

To deliver managed storage services, a dedicated fiber optic network that connects the data center or storage point of presence, has been laid within the downtown core of Vancouver. This fiber optic ring connects DFTG's data centre to the Internet backbone at Harbour Centre.

DFTG have entered into an agreement with TeraSpan Networks Inc. ("TeraSpan"), who has installed a 24 strand, fully redundant ring of "Surface Inlaid Fiber" exclusively for the Company. TeraSpan were selected as the vendor because they offered the fastest, most economical fiber deployment technology and techniques available. The fiber is laid approximately six inches under ground by creating a thin cut in the sidewalks and roadways in the downtown area. This deployment method is fast1

, economical, and provides a fiber optic data network with a useful life of 20 to 30 years.

The TeraSpan Agreement obligates TeraSpan to provide all design, implementation, labour, equipment and city access agreements necessary to install the complete fiber ring. They also provide a 24/7 Service and Licensing Agreement to cover all maintenance and service on the fiber ring, including a 4-hour response time to service issues and a 96-hour window to restore redundancy. The costs of building this ring employing the TeraSpan method was approximately half the cost of traditional methods and are significantly lower than all competing bids which were in excess of $300,000.

Ownership of the fiber ring remains with TeraSpan, however DFTG holds a 20 year Irrevocable Right of Use ("IRU"). The only on-going requirement for the fiber ring is maintenance. In the event that TeraSpan were no longer in business, other vendors could be used. Maintenance is in the form of repairs to any line damage. Because the ring is fully redundant, a break in the line does not interrupt the flow of data. Data can be transferred in both directions in a redundant ring allowing the data to simply flow in the opposite direction through the ring until the break is repaired.

The fiber used is crush resistant, loose tube micro cable, designed specifically for surface inlaid fiber deployment. This deployment method is a new, patent-pending technique that eliminates the need to excavate streets. The cost savings under TeraSpan's deployment technique is substantial and allows a fiber network to be established in a fraction of the time previously required.

Collocation Services

Any business that depends on technology and server based systems is a potential collocation customer for DFTG. From the simplest single server application to multi-site with high bandwidth requirement, DFTG can provide a variety of solutions to meet the client's specific needs.

Collocation is the renting of data facility space for the purpose of housing server/telecommunications equipment and accessing bandwidth connections to the Internet or a private data network. The customer "collocates" its servers along with other customers in an environment in which they can take advantage of the provider's secured floor space and access to high network bandwidth. The collocation facility provides racking space, power and network connectivity (referred to as Power, Ping and POP) to servers that are provided by the customers.

Collocation allows the Company's customers to gain access to reliability and scalability they could not otherwise obtain on their own. DFTG offers access to external technical expertise and eliminates the high up-front cost of establishing infrastructure, network bandwidth, and hiring trained personnel.

The external factors creating a demand for collocation include:

Need for bandwidth and secure, high-performance Web technology

Need for scalability and rapid time to market

Complexity of sophisticated Web-site architectures

Benefits of service providers' economies of scale

Benefits of service providers' "economies of skill" as a solution to the shortage of high-quality IT personnel

Investment required for infrastructure

The risk of catastrophic loss associated with one physical location

MARKET

Overview

In July 2001, the Convergence Consulting Group Ltd., released the first report2

ever conducted on the state of the Canadian hosting market. According to that report, hosting revenue reached an estimated $287 million at the end of 2000, should reach $501 million by year-end 2001, and $875 million by the end of 2002.
The Convergence report concluded that the Canadian hosting market is experiencing annual revenue growth in the range of 100% for the collocation, dedicated and application segments.

Forrester Research has projected that the North American collocation hosting market will grow from US $152 million at the end of 1998 to more than US $5.3 billion by 2003. This growth is expected to continue since the Canadian market is still largely untapped and is experiencing robust growth rates itself.
According to Forrester, new management service providers (MSPs) are flooding the Web monitoring market. These management application service providers (ASPs) are expected to gain customers who buy collocation hosting, but managed Web hosters with infrastructure and architecture acumen, like the Data Fortress Group, will prevail in the long run.

Using the U.S. market as an industry indicator, IDC reports that demand for web hosting reached US $1.8 billion in 1999. This market is estimated to reach US $18.9 billion by year-end 2003, representing an overall compound annual growth rate of 87%. It is reasonable to expect that the smaller Canadian market will equal or exceed these growth rates. Therefore, any business that depends on technology and server based systems is a potential collocation customer. From the simplest single server application up to the multi-site, high bandwidth requirement, collocation can provide a variety of options and benefits.

Studies show that despite the downturn in the dot-com economy, eBusiness outsourcing services continue to surge in popularity. Research conducted by the Hurwitz Group, Inc.3

indicates that customers are still very concerned with achieving time-to-market as a way to address traditional business priorities. These priorities includes being ready for periods of peak demand, as well as to counter eBusiness initiatives by their traditional rivals. The research also shows that customers are willing to pay a premium to suppliers who help them achieve time-to-market advantages.

The information technology industry, and particularly Internet e-Commerce, is driving growth in the Web hosting market. Whether companies are engaging in business-to-business (B2B) or business-to-consumer (B2C), they are rapidly adopting e-Commerce. This adoption of eBusiness has allowed the Internet to become a mission critical business tool and has created a huge demand for underlying Internet infrastructure. Organizations are now faced with the need to integrate the Internet into their business processes and are realizing that they lack the know-how and physical space necessary to install and manage their own servers. In addition, monitoring the systems and providing technical personnel on a 24x7 basis is a daunting challenge. For these reasons, many companies are increasingly opting for third party providers for their eBusiness infrastructure. The added benefits of system security and the ability to create geographically distributed backup systems make collocation an attractive option.

At a purely financial level, companies outsourcing their server hosting requirements can realize significant returns on their investments. To demonstrate this, technology intelligence provider IDC4

surveyed 12 companies that were either B2C dot-coms, eBusiness divisions of large enterprises, or Application Service Providers. From the data collected, the survey concluded that these companies save an average of US $52,000 per server annually as a result of outsourcing their Internet data centres.

To effectively manage their data, companies require storage flexibility and functionality that is typically unavailable through a traditional data storage configuration that links a single computer to a single storage device. New technologies and the increasing availability of fiber optic bandwidth are making possible the creation of storage area networks that can link multiple servers to multiple storage resources through a dedicated high-speed network.

These new technologies have created the opportunity to establish a storage area network that can free businesses from the need to build and operate their own internal data storage infrastructures. By storing and accessing their data through a global storage network established and managed by a third-party provider, businesses can cost-effectively satisfy their data storage requirements and thus focus on their core competencies.

Competition

First mover status is a major competitive advantage in the collocation and data storage business. DFTG has already established a strong foothold in the Vancouver market, and will need to continue to build up its data systems to firmly establish itself as a tier one facility. Expansion plans required that DFTG lay its own dark fiber loop between its Vancouver office and the Harbour Centre, which has been completed. This has allowed DFTG to secure its routing with Canada wide Internet backbone provider, Big Pipe Inc., making DFTG peer-neutral. By being peer-neutral, the Company is able open its networks to all Network Access Providers, ILECs and CLECs, as well as local exchange carriers such as BCNet. The Vancouver dark fiber loop will also add a level of redundancy to DFTG's network, further increasing their value as a colocation facility to their customers. The data redundancy exists due to the bi-directional capabilities inherent in the fiber loop.

While there are substantial financial barriers to entry in the storage services provider market, DFTG expects to continue to face competition from traditional storage alternatives and will face additional competition from new market entrants. DFTG believes that the principal competitive factors affecting the market include:

engineering and technical expertise and development of proprietary software;

brand recognition;

quality and variety of services offered;

security, reliability, ease of use and rapid deployment of services;

relationships with web hosting providers, equipment vendors, and communication services providers;

ability to attract and retain skilled professionals;

quality of customer service and support;

financial resources; and

price.

Competition may in the future come from storage hardware, software and service vendors who may elect to establish competitive service offerings or organizations, including:

telecommunications companies;

web hosting and internet service providers; and <