DIGITAL ROOSTER.COM INC.
                                 366 BAY STREET
                                   11TH FLOOR
                                TORONTO, ONTARIO
                                     M5H 4B2

                         MANAGEMENT INFORMATION CIRCULAR

SOLICITATION  OF  PROXIES
-------------------------

     THIS  MANAGEMENT  INFORMATION  CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION  OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF DIGITAL ROSTER.COM
INC.  (THE  "CORPORATION")  FOR  USE  AT  THE  ANNUAL  AND  SPECIAL  MEETING  OF
SHAREHOLDERS  OF THE CORPORATION (THE "MEETING") TO BE HELD ON NOVEMBER 23, 2001
AT  10:00  AM  (TORONTO  TIME)  AT  THE  TORONTO  HILTON HOTEL, VARLEY ROOM, 145
RICHMOND  STREET WEST, TORONTO, ONTARIO CANADA AND, AT ANY ADJOURNMENTS THEREOF.
It  is  expected  that  the  solicitation  will  be  primarily by mail, possibly
supplemented  by  telephone.  The  Corporation  may also pay brokers, investment
dealers  or  nominees  holding  common  shares in their names or in the names of
their  principals for their reasonable expenses in sending solicitation material
to  their  principals.

     No  person  is  authorized  to  give  any  information  or  to  make  any
representations  other  than  those  contained in this circular and, if given or
made,  such  information  must  not  be  relied  upon as having been authorized.

APPOINTMENT  OF  PROXY
----------------------

     THE  PERSONS  NAMED  IN  THE  ACCOMPANYING  FORM  OF PROXY ARE DIRECTORS OR
OFFICERS  OF  THE  CORPORATION.  A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON
(WHO  NEED  NOT BE A SHAREHOLDER OF THE CORPORATION) TO ATTEND, ACT AND VOTE FOR
HIM  AND  ON HIS BEHALF AT THE MEETING OR ANY ADJOURNMENT(S) THEREOF, OTHER THAN
THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY, BY INSERTING SUCH PERSON'S
NAME  IN  THE  SPACE  PROVIDED  IN  THE  FORM OF PROXY AND BY DELETING THE NAMES
THEREIN.

     All  common shares (hereinafter referred to as "common shares" or "shares")
represented  by  properly  executed  proxies  received  by  the Secretary of the
Corporation  in  a  timely  fashion  will  be  voted  or withheld from voting in
accordance  with  the instructions of the Shareholders on any ballot that may be
called  for at the Meeting; if a choice is specified in respect of any matter to
be  acted  upon,  the  shares  will be voted accordingly. IN THE ABSENCE OF SUCH
DIRECTION,  THE SHARES WILL BE VOTED FOR (I) THE ELECTION OF DIRECTORS; (II) FOR
THE  APPOINTMENT  OF  AUDITORS  AND  THE  AUTHORIZATION  OF THE DIRECTORS OF THE
CORPORATION  TO FIX THE AUDITORS' REMUNERATION; AND (III) FOR THE APPROVAL OF AN
ORDINARY  RESOLUTION  AUTHORIZING  THE  CORPORATION  TO  ISSUE BY WAY OF PRIVATE
PLACEMENT UP TO 30,000,000 COMMON SHARES FOR SUCH CONSIDERATION AS THE DIRECTORS
MAY  IN  THEIR  DISCRETION  FROM  TIME TO TIME APPROVE, ALL AS MORE PARTICULARLY
DESCRIBED  UNDER  THOSE  HEADINGS  IN  THIS  MANAGEMENT  INFORMATION  CIRCULAR.

     THE  ENCLOSED  FORM OF PROXY, WHEN PROPERLY EXECUTED, CONFERS DISCRETIONARY
AUTHORITY  WITH RESPECT TO ALL AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE  NOTICE  OF  MEETING  OR  OTHER  MATTERS  WHICH MAY PROPERLY COME BEFORE THE
MEETING.  As  of  the date of this Circular, management is not aware of any such
amendment,  variation  or  other  matter  proposed  or likely to come before the
meeting.  However,  if  any  such  amendment, variation or other matter properly
comes  before  the  meeting,  it  is  the  intention of the persons named in the
enclosed  from  of proxy to vote on such other business in accordance with their
judgement.

     The enclosed form of proxy must be dated and executed by the Shareholder or
his  attorney  authorized  in  writing,  or if the Shareholder is a corporation,
under  its  corporate  seal or by a duly authorized officer or attorney thereof.
If  the  form of proxy is executed by an attorney, the authority of the attorney
to  act must accompany the form of proxy.  The form of proxy must be received by
the  Corporation's  Transfer  Agent, Heritage Trust Company, 4 King Street West,
Suite  1320, Toronto, Ontario, M5H 1B6 on or before the close of business on the
last  day  preceding  the day of the meeting or any adjournment thereof at which
the  proxy is to be used, or delivered to the Chairman of the meeting on the day
of  the  meeting  or  any  adjournment  thereof prior to the commencement of the
meeting  or  any  adjournment  thereof.


<PAGE>
     Only  registered  holders  of  common  shares  of  the Corporation ("common
shares") or the person they validly appoint as their proxy are permitted to vote
at  the  meeting.  However, in many cases, common shares beneficially owned by a
person  (a  "non-registered  holder")  are  registered  either in the name of an
intermediary  (including,  banks, trust companies, securities dealers or brokers
and  trustees  or administrators of self administered RRSP's, RRIF's, RESP's and
similar  plans)  that  the  non-registered  holder  deals with in respect of the
shares,  or in the name of a clearing agency (such as the Canadian Depository of
Securities  Limited) of which the intermediary is a participant. The Corporation
will  have  distributed  copies of the Notice of Meeting, this Circular, and the
enclosed  form  of proxy (collectively, the "meeting materials") to the clearing
agencies and intermediaries for onward distribution to non-registered holders of
Common  Shares.  Intermediaries are required to forward the meeting materials to
non-registered  holders  unless  a  non-registered  holder has waived a right to
receive  them. Intermediaries often use service companies to forward the meeting
materials  to non-registered holders. Generally, non-registered holders who have
not  waived  the  right  to  receive  materials  will  either:

     (i)  be  given  a  form  of  proxy  which  has  already  been signed by the
intermediary  which  is restricted as to the number of shares beneficially owned
by  the  non-registered  holder,  but which is otherwise completed. This form of
proxy  need  not  be  signed  by  the  non-registered  holder. In this case, the
non-registered  holder who wished to submit a proxy should properly complete the
applicable  form of proxy and submit it to the President of the Corporation/ c/o
Heritage  Trust  Company,  4  King Street West, Suite 1320, Toronto, Ontario M5H
1B6,  with respect to the common share beneficially owned by such non-registered
holder,  in  accordance  with  instructions  elsewhere  in  this  Circular;  or

     (ii)  more  typically,  be given a form of proxy which is not signed by the
intermediary and which, when properly completed and signed by the non-registered
holder and returned to the intermediary or its service provider, will constitute
authority  and instructions (often called a proxy authorisation form), which the
intermediary  must follow.  Typically, the non-registered holder will be given a
page  of instructions, which contains a removable label containing a bar code or
other information.  In order for the form of proxy to validly constitute a proxy
authorisation  form,  the  non-registered  holder must remove the label form the
instructions  and  affix it to the form of proxy, properly complete and sign the
form  of  proxy  and  submit  it to the intermediary or its service company.  In
either  case,  the  purpose  of  this  procedure is to permit the non-registered
holder  to  direct  the  voting  of  the  shares  he  or  she beneficially owns.

     SHOULD  A  NON-REGISTERED HOLDER WHO RECEIVES EITHER FORM OF PROXY WHICH TO
VOTE  AT  THE MEETING IN PERSON, THE NON-REGISTERED HOLDER SHOULD STRIKE OUT THE
PERSONS  NAMED  IN  THE PROXY AND INSERT THE NON-REGISTERED HOLDER'S NAME IN THE
BLANK  SPACE  PROVIDED.  IN  EITHER  CASE,  THE  NOON-REGISTERED  HOLDER  SHOULD
CAREFULLY  FOLLOW  THE  INSTRUCTIONS  OF  THEIR  INTERMEDIARY,  INCLUDING  THOSE
REGARDING  WHEN  AND  WHERE  THE  PROXY  OR  PROXY  AUTHORIZATION  FORM IS TO BE
DELIVERED.

REVOCATION  OF  PROXIES
-----------------------

     Pursuant  to Section 110(4) of the Business Corporations Act (Ontario), any
Shareholder  giving a proxy may revoke a proxy by instrument in writing executed
by  the  Shareholder  or  by  his  attorney  authorized  in  writing,  or if the
Shareholder  is  a corporation, under the corporate seal or by a duly authorized
officer  or  attorney  thereof  and deposited at the Corporation's registrar and
transfer agent, Heritage Trust Company, 4 King Street West, Suite 1320, Toronto,
Ontario,  M5H  1B6, on or before the close of business on the last day preceding
the  day  of  the meeting or any adjournment thereof at which the proxy is to be
used,  or  delivered to the Chairman of the meeting on the day of the meeting or
any  adjournment thereof prior to the commencement of the Meeting, to be held on
November 23, 2001 or any adjournment thereof or in any other manner permitted by
law.

     All  matters  to  be  submitted  to the Shareholders at the Meeting, unless
otherwise stated herein, require for approval a favourable majority of the votes
cast  at  the  Meeting.


                                      -2-
<PAGE>
INTEREST  OF  CERTAIN  PERSONS  IN  MATTERS  TO  BE  ACTED  UPON
----------------------------------------------------------------

     Except  as set out herein and except as insofar as they may be shareholders
of the Corporation, no director or officer of the Corporation, nor any associate
or  affiliate  of  the  foregoing  persons  has any material interest, direct or
indirect,  by  way  of beneficial ownership or otherwise, in matters to be acted
upon  at  the  Meeting.

          VOTING  OF  COMMON  SHARES  AND  PRINCIPAL  HOLDERS  THEREOF
          ------------------------------------------------------------

     The  holders  of  the  common shares of the Corporation will be entitled to
vote  at  the Meeting on all matters. Pursuant to Section 100(2) of the Business
Corporations  Act (Ontario) and in accordance with National Policy Statement No.
41  adopted  by the Ontario Securities Commission, each holder of a common share
of  the  Corporation  at  the close of business on October 17, 2001 (the "Record
Date")  is  entitled  to  one  (1)  vote for each such share held, except to the
extent  that such shares may have been transferred after the Record Date and the
transferee  produces  properly  endorsed  share  certificates  or  otherwise
establishes  that  he owns the shares and requests, not later than ten (10) days
before the meeting, that the transfer agent, Heritage Trust Company, include his
or  her  name in the list of Shareholders.  As at September 30, 2001, 34,330,866
common  shares  of  the  Corporation  were  issued  and  outstanding.

     To  the  best  knowledge  of  the  Directors  or  Senior  Officers  of  the
Corporation,  at  the  date  hereof,  the  following  persons  beneficially own,
directly  or indirectly, or exercise control or direction over securities of the
Corporation carrying more than ten (10) percent of the voting rights attached to
any  class  of  voting  securities  of  the  Corporation.

<TABLE>
<CAPTION>
                          Approximate number of Voting Shares,
                     Beneficially Owned, Directly or Indirectly, or  Percentage of Outstanding
Name of Shareholder   over which Control or Direction is Exercised   Voting Shares Represented
-------------------  ----------------------------------------------  --------------------------
<S>                  <C>                                             <C>
John A. van Arem                       9,600,000                                28%
Anthony Korculanic                     8,000,000                                23%
</TABLE>


               PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING
               --------------------------------------------------

ELECTION  OF  DIRECTORS

     The Board of Directors of the Corporation consists of three directors, John
A.  van Arem, Hubert Mockler and Sean Husvar.   Brian Usher-Jones, who was first
appointed  as  a  director of the Corporation in December 1999 resigned from the
Board  for  personal reasons on August 30, 2001.  There is currently one vacancy
on  the  board  of  directors.   The  four persons named in the enclosed form of
proxy  intend  to  vote  for  the election of those nominees whose names are set
forth  below.  The  nominees unless otherwise noted are now members of the Board
of  Directors  and  have  been  since  the dates indicated.  Management does not
contemplate that any nominee will be unable to serve as a director, but, if such
an  event should occur for any reason prior to the Meeting, the persons named in
the  enclosed  form  of  proxy  reserve the right to vote for another nominee in
their  discretion,  unless  authority  to  vote  the  proxy  for the election of
directors  has  been withheld.  Each Director elected will hold office until the
next  Annual  Meeting  of  Shareholders  or until his successor is duly elected,
unless  the  office  is  earlier  vacated  in accordance with the by-laws of the
Corporation.

     The  Corporation  does  not  have  an  Executive  Committee of its Board of
Directors.  Pursuant  to  Section  158(1)  of  the  Business  Corporations  Act
(Ontario)  the  Corporation has an Audit Committee which is comprised of Messrs.
John  A.  van  Arem,  Hubert  Mockler  and  Sean  Husvar.

     The  following  table  and  notes  thereto  state  the names of all persons
proposed  to  be  nominated for election as directors, all other major positions
and  offices  with  the  Corporation  presently  held  by  them, their principal
occupation  or  employment,  the  year  in  which  they  became directors of the
Corporation,  and  the  approximate  number  of voting shares of the Corporation


                                      -3-
<PAGE>
beneficially  owned,  directly or indirectly, or over which control or direction
is  exercised  by  each  of  them  as  at  October  17,  2001:  (1)

<TABLE>
<CAPTION>
                                                                           Number of Voting Shares
                                                                             Beneficially Owned,
                          Present Principal                               Directly or Indirectly or
                      Occupation or Employment                              over Which Control or
Name, Address           with the Corporation        Year Became Director  Direction is Exercised(2)
-----------------  -------------------------------  --------------------  --------------------------
<S>                <C>                              <C>                   <C>
John A. van Arem     President, Chief Executive             1999                  9,600,000
Toronto, Ontario     Officer of the Corporation
                          and Director (1)
-----------------  -------------------------------  --------------------  --------------------------
Hubert Mockler              Director (1)                    1999                   209,217
Toronto, Ontario
-----------------  -------------------------------  --------------------  --------------------------
Sean Husvar                 Director (1)                    1999                     Nil
Buffalo, New York
-----------------  -------------------------------  --------------------  --------------------------
Wayne A. Doss          Independent management          Not applicable                Nil
Weston, Florida         consultant, formerly
                     President & Chief Executive
                     Officer of Keller Ladders,
                   Inc. & Biltbest of California,
                        Inc. (formerly Keller
                     Industries, Inc.) from 1993
                         to December 31, 1999.
-----------------  -------------------------------  --------------------  --------------------------
</TABLE>

(1)  Member  of  the  Audit  Committee
(2)  The  information  as  to shares beneficially owned, directly or indirectly,
     not  being  within  the knowledge of the Corporation, has been furnished by
     the  respective  directors  individually.

     UNLESS  A  PROXY SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD BE WITHHELD
FROM  VOTING  IN THE ELECTION OF DIRECTORS, THE POTENTIAL PROXY HOLDERS NAMED IN
THE ACCOMPANYING PROXY INTEND TO USE IT TO VOTE FOR THE ELECTION OF THE NOMINEES
AS  INDICATED.

APPOINTMENT  OF  AUDITORS

     Management  proposes  to  nominate  Mintz  &  Partners  LLP,  Chartered
Accountants,  Toronto,  Ontario,  the present auditors, for reappointment as the
auditors  of  the  Corporation  to hold office unit the close of the next annual
meeting  of  shareholders.  It is intended that on any ballot that may be called
relating to the appointment and remuneration of auditors, the Shares represented
by  proxies  in  favour  of  the named management nominees will be voted for the
appointment  of  Mintz  &  Partners  LLP  as  auditors  of  the Corporation with
remuneration to be fixed by the directors, unless a Shareholder specifies in his
proxy  that  his  Shares  are  to  be withheld from voting in the appointment of
auditors.  On  June  1,  2000,  Silver  Gold  Glatt  &  Grosman  LLP,  Chartered
Accountants,  Toronto,  Ontario,  resigned  as  the Corporation's auditors after
discussions  to  facilitate the appointment of another auditor more economically
able  to  perform  both the Corporation's Canadian auditing requirements and the
audit  requirements  in connection with the Corporation's registration statement
filing  with the United States Securities and Exchange Commission.  The Board of
Directors  appointed  Mintz & Partners LLP to fill the vacancy created by Silver
Gold Glatt & Grosman LLP's resignation to hold office until this Annual Meeting.
Silver Gold Glatt & Grosman LLP, Chartered Accountants were appointed to replace
Hilborn Ellis Grant LLP, Chartered Accountants, Toronto, and Ontario as auditors
at  the  Corporation's  Annual  Meeting of Shareholders held September 29, 2000.


                                      -4-
<PAGE>
ISSUE  OF  ADDITIONAL  COMMON  SHARES

     The  principal  source of capital presently available to the Corporation is
equity  financing.  In  order for the Corporation to raise funds to carry on its
ongoing  programs, the Corporation might arrange private placement subscriptions
for  shares  or  for  securities  convertible  into  shares.

     Shareholders are being asked to approve an ordinary resolution allowing the
Corporation's  directors  to  cause  the  Corporation  to enter into one or more
private  placement  financing  transactions  during  the ensuing 12 month period
providing  for  the  issuance  of  up  to  30,000,000 shares or units (each unit
consisting  of  one  common  share  and one warrant) at then market prices (less
allowable  discounts) and upon such terms as may be approved by the directors of
the  Corporation.  It  is  not  the current intention of management to issue the
entire number of shares authorized pursuant to the proposed resolution; however,
in  the  event  that  the  Ontario  Securities  Act  or other securities laws or
regulations  require the shareholders of the Corporation are required to approve
a  private  placement  (including warrants granted as part of such placement) if
the  number  of  shares to be issued to one placee, or to a group of placees who
intend  to  vote their shares as a group, is equal to or greater than 20% of the
number  of  the  Corporation's  shares  outstanding  after  giving effect to the
issuance of the private placement shares (including the exercise of any warrants
attached thereto).  In addition, shareholder approval is required if the private
placement  may  result  in or is part of a transaction involving a change in the
effective  control  of  the  Corporation  or  the  creation  of a control block.

     Management considers that it is in the best interests of the Corporation to
obtain  a  blanket  authorization  from  the shareholders for additional private
placements  to  be entered into during the next 12 months.  Blanket approval may
obviate  the  necessity  of  obtaining  shareholder  approval  for each specific
private  placement,  thereby  reducing  the  time  required to obtain regulatory
approval  therefore  and  decreasing  the  Corporation's  administrative  costs
relating  to  such  private  placements.

     The  private  placements will only be negotiated if management believes the
subscription  price  is  reasonable  in  the  circumstances and if the funds are
required  by the Corporation to continue or expand its activities.  Each private
placement  transaction authorized hereunder will be made with placees who may or
may  not  deal  at  arm's length with the Corporation; however, the subscription
prices  will  comply  with  the policies of the Ontario Securities Commission or
applicable  securities  regulatory  body.

     In  the  event that the shareholders do not pass the resolution authorizing
the  Corporation  to  issue  such  common  shares  by way of one or more private
placement  transactions  with  placees  wherein  the  placees  in  each  private
placement  may  or  may  not  deal  at  arm's  length  to  the  Corporation, the
Corporation  may be required to seek shareholder approval for private placements
negotiated  thereafter.

     An  "ordinary  resolution" means a resolution passed by the shareholders of
the  Corporation  at a general meeting or by a simple majority of the votes cast
in  person  or  by  proxy.

                       STATEMENT OF EXECUTIVE COMPENSATION
                       -----------------------------------

Remuneration  of  Directors

     During  the  fiscal  period ended March 31, 2001, no sum was paid to any of
the  directors  of  the  Corporation  in  respect  of  directors'  fees.

Change  of  Control

     The  Corporation  has no plan or arrangement pursuant to which compensation
was paid or may be paid to Executive Officers of the Corporation during the most
recently  completed  financial  periods or the current financial year in view of
compensating  such  officers in the event of the termination of employment or in
the  event  of  a  change  in  responsibilities  following  a change in control.


                                      -5-
<PAGE>
Executive  Remuneration

     We  have a three-year employment agreement with our President John van Arem
that  extends  through March 31, 2003. The agreement provides for an annual base
salary  of  $110,000,  plus  a  CDN$900 per month car allowance. Any performance
bonus  and  stock option grants are at the discretion of the board of directors.
Mr.  van  Arem  also  participates  in  all  benefit  plans maintained by us for
salaried  employees.  Mr.  van  Arem's  agreement  contains  confidentiality and
non-compete provisions. The number of Named Executive Officers of the Company is
one.  The  aggregate  cash compensation paid to Mr. John A. van Arem, President,
for  services rendered during the year ended March 31, 2001 (including salaries,
fees,  commissions  and  bonuses)  was  $120,800.

Executive  Compensation

     The  following  table sets forth the compensation paid to John A. van Arem,
the  President  and Chief Executive Officer of the Corporation in respect of the
fiscal  years  2001,  2000  and  1999.

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE

                                                              Long  Term  Compensation
                                                           ---------------------------------
                              Annual  Compensation                     Awards                 Payouts
                       ----------------------------------  ---------------------------------  -------  ------------
                                                              Securities'  Restricted Shares
                                                            Under Options      or Restricted     LTIP     All Other
                           Salary   Bonus   Other Annual      Granted (#)        Share Units  Payouts  Compensation
                 Year          ($)    ($)   Compensation                                 ($)      ($)           ($)
---------------  ----  -----------  -----  --------------  --------------  -----------------  -------  ------------
<S>              <C>   <C>          <C>    <C>             <C>             <C>                <C>      <C>
John A. Van      2001     110,000      --  $   10,800 (1)                                 --       --            --
Arem             2000  $52,500 (2)     --  $     1,860(3)     240,000 (4)                 --       --            --
President & CEO  1999      20,000      --             --               -                  --       --            --
---------------  ----  -----------  -----  --------------  --------------  -----------------  -------  ------------
</TABLE>

(1)  Represents  a  monthly  car  allowance  of  $900.
(2)  Based  on  an annual salary of $90,000, paid for a seven-month fiscal year.
(3)  Represents  a  monthly car allowance of $465, which was paid for the period
     December  1,  1999  to  March  31,  2000.
(4)  The  number  of  shares  owned  includes 120,000 options to purchase common
     shares  that  are  immediately  exercisable  at  the  price of CDN$0.25. An
     additional 120,000 options vest and are exercisable after February 18, 2002
     at  the  price  of CDN$0.25. These 240,000 options were granted on February
     18,  2000  and  expire  on  February  18,  2003.

Stock  Option  Plan

     The  Amended and Restated Stock Option Plan of the Corporation (the "Plan")
was  established  to  provide  for  the  grant  of  stock  options to directors,
officers,  and  employees  of,  and  consultants  to,  the  Corporation  and its
subsidiaries,  and  any employee of any management company providing services to
the  Corporation.

     The  Plan  is  administered  by  the  board  of  directors and no more than
3,000,000  shares  may  be issued at any time under the Plan pursuant to options
granted  at  any  time  under  the  Corporation's  stock  option  plan.

     No share options were granted under the Plan to the named executive officer
of  the  Corporation  during  the  fiscal  year  ended  March  31,  2001.

     The  table  below  sets  forth  information related to options of the named
executive  officer  of  the  Corporation.


                                      -6-
<PAGE>
<TABLE>
<CAPTION>
   AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
             AND FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

                                                                                 VALUE OF UNEXERCISED IN-
                  NO. SECURITIES                      UNEXERCISED OPTIONS AT       THE-MONEY OPTIONS AT
                   ACQUIRED ON    AGGREGATE VALUE           FY-END (#)                  FY-END ($)
NAME                 EXERCISE       REALIZED ($)    EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
----------------  --------------  ----------------  --------------------------  --------------------------
<S>               <C>             <C>               <C>                         <C>
John A. van Arem  Nil             Nil                          120,000/120,000  Nil/Nil
----------------  --------------  ----------------  --------------------------  --------------------------
</TABLE>

Directors'  and  Officers'  Liability  Insurance

     The  Corporation  does not maintain any liability insurance for the benefit
of  its  directors  and  officers.

Compensation  Committee

     The  Corporation  does  not  have  a  compensation committee.  The Board of
Directors  carries  out  the duties of such a committee.  The Board of Directors
meets  on  compensation  matters  as and when required with respect to executive
compensation.

Pension  Plan

     The  Corporation  does  not  maintain  a  pension  plan  for its employees,
officers  or  directors.

Indebtedness  of  Directors  and  Senior  Officers

     No  director or senior officer or employee or any associate or affiliate of
any such director or senior officer is indebted to the Corporation.  No director
or senior officer or employee or any associate or affiliate of any such director
or  senior  officer  has  been indebted to the Corporation at any time since the
beginning  of  the  last  completed  financial  year  of  the  Corporation.


                          AUDITED FINANCIAL STATEMENTS
                          ----------------------------

     The  financial  statements for the fiscal year ended March 31, 2001 and the
report of the auditors thereon will be submitted to the meeting of shareholders.
Receipt  at such meeting of the auditors' report and the Corporation's financial
statements  for its last completed fiscal period will not constitute approval or
disapproval  of  any  matters  referred  to  therein.



     The  undersigned hereby certifies that the contents herein, and the sending
hereof,  have  been  approved  by  the Board of Directors of the Corporation for
mailing  to  the  shareholders,  directors  and  auditors  of  the  Corporation.

     Non-registered  shareholders  that  wish  to be placed on the Corporation's
supplemental  mailing  list  for interim reports are also requested to complete,
sign  and  return  the  enclosed  request  form  to  the Heritage Trust Company.

                                      BY  ORDER  OF  THE  BOARD  OF  DIRECTORS


October  15,  2001                                   (Signed)  John A. van Arem,
                                           President and Chief Executive Officer


                                      -7-
<PAGE>
                            DIGITAL ROOSTER. COM INC.
                            -------------------------

              PROXY FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
              ----------------------------------------------------

                        SOLICITED ON BEHALF OF MANAGEMENT
                        ---------------------------------


The  undersigned shareholder of Digital Rooster.com Inc. hereby appoints John A.
van  Arem,  President and Chief Executive Officer, whom failing, Hubert Mockler,
Director,  whom failing, _________________________ as nominee of the undersigned
to attend and act for and on behalf of the undersigned at the annual and special
meeting  of  the shareholders of the Corporation to be held November 23, 2001 at
10:00  am  (Toronto time) and at any adjournment(s) thereof and without limiting
the  general  authority  and  power  hereby  given  to  such nominee, the shares
represented  by this proxy are specifically directed to be voted as indicated on
the  reverse  side  of  this  proxy.


                                   This  proxy  will be voted and where a choice
                                   is  specified,  will  be  voted  as directed.
                                   WHERE NO CHOICE IS SPECIFIED, THIS PROXY WILL
                                   CONFER  DISCRETIONARY  AUTHORITY  AND WILL BE
                                   VOTED IN FAVOUR OF THE MATTERS REFERRED TO ON
                                   THE  REVERSE  SIDE  HEREOF.

                                   THIS  PROXY  ALSO  CONFERS  DISCRETIONARY
                                   AUTHORITY  TO  VOTE  IN  RESPECT OF ANY OTHER
                                   MATTER,  THAT  MAY  PROPERLY  COME BEFORE THE
                                   MEETING AND IN SUCH MANNER AS SUCH NOMINEE IN
                                   HIS  JUDGMENT  MAY  DETERMINE.

                                   A  SHAREHOLDER  HAS  THE  RIGHT  TO APPOINT A
                                   PERSON  TO  ATTEND AND ACT FOR HIM AND ON HIS
                                   BEHALF  AT THE MEETING OTHER THAN THE PERSONS
                                   DESIGNATED  IN THIS FORM OF PROXY. SUCH RIGHT
                                   MAY  BE EXERCISED BY FILLING THE NAME OF SUCH
                                   PERSON  IN  THE  BLANK  SPACE  PROVIDED  AND
                                   STRIKING  OUT  THE  NAMES  OF  MANAGEMENT'S
                                   NOMINEES  ABOVE.

                                   DATED this          day of,             2001.
                                              --------         -----------


                                             Signature of Shareholder


                                           Name of Shareholder (print)


                                                 Number of Shares


                                                                    (See Over)

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NOTE:

(a)  A  person  appointed  as  nominee  to represent a shareholder need not be a
     shareholder.

(b)  Where  this  proxy  is  signed by a corporation, its corporate seal must be
     affixed.


1.   FOR  [_]  or  WITHHOLD  VOTE  [_]  the  election  of directors nominated by
     management  as  set  forth  in  the  Management  Information  Circular.

2.   FOR  [_]  or  WITHHOLD  VOTE  [_]  authorizing  the  appointment of Mintz &
     Partners  LLP,  Chartered  Accountants, as auditors for the Corporation and
     authorizing  the  directors  of  the Corporation to fix their remuneration.

3.   FOR [_] or AGAINST [_] the Corporation to entering into one or more private
     placement  financing  transactions  with  subscribers  during  the 12 month
     period,  providing  for  the  issuance of up to 30,000,000, shares or units
     (one  unit  consisting  of one common share and one warrant) at then market
     prices  (less allowable discounts and upon such terms as may be approved by
     the  directors  of  the  Corporation, subject to regulatory approval and in
     compliance  with  the  policies  of  the  Ontario  Securities  Commission.



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