HDS-QSR develops and deploys touchscreen point of sale system software and associated enterprise management tools. In keeping with a turnkey service and one stop shop philosophy, HDS-QSR provides system hardware integration services, merchant staff training, system installation services, and post sale software and hardware support services. HDS-QSR has established a customer base of thousands of system installations throughout North America and include such names as Tim Hortons, Wendys, Country Style, Harveys, Wienerschnitzel, and Tastee Freeze.

Post transaction Dexit will own a first class and a widely deployed suite of POS software applications. This software asset will be leveraged to drive organic business growth as well as enable further mergers and acquisitions with companies that regularly purchase 3rd party software. The North American QSR point of sale marketplace is highly fragmented and this transaction contains the necessary fundamentals to allow the resulting organization to emerge as the dominant force in this vertical.

The transaction gives HDS-QSR customers access to Dexit's integrated private branded RFID payment solution for their cafeteria, restaurants, and drive through locations. The Dexit system has been proven to reduce transaction payment processing times by 50% to 75%, enhance system balancing accuracy, and encourage merchant brand loyalty.

The merger of the businesses provides Dexit with a profitable revenue stream that will enable the combined organizations to begin to take advantage of Dexit's valuable pool of tax loss carry forwards which were in excess of $32 million at year end.

Paul Howell, the President, Chief Executive Officer and significant shareholder of Dexit, is also the Chairman, CEO, founder, and majority shareholder of HDS. Completion of the transaction is therefore subject to compliance with the related party requirement contained in National Instrument 61-501. A special committee of independent directors has been established to consider the transaction and the benefits to Dexit shareholders. The special committee of independent directors has engaged Klein Farber Corporate Finance Inc., a member of the Farber Financial Group to complete an independent valuation of HDS.

Completion of the transaction is subject to a number of conditions, including TSX approval, the execution of definitive agreements, requisite regulatory approvals, approval of disinterested shareholders of Dexit, satisfactory completion of due diligence and completion by Dexit of an offering to provide financing for the portion of the cash component of the transaction not satisfied through the Company's existing funds in treasury.

Dexit has pioneered an "instead of cash" electronic based payment facilitation service for small transactions (generally under $25). The Dexit Service enables customers to pay for a variety of low-cost items quickly and conveniently with the tap of a RFID (radio frequency identification) tag linked to a pre-paid account. To find out more about Dexit, visit our website at www.dexit.com.