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    Medepartner Acquisition

    STARTRACK COMMUNICATIONS LIMITED 2003-04-24 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    MEDEPARTNER ACQUISITION

    Startrack Communications Limited is pleased to announce that it has
    entered into a conditional acquisition agreement with Medepartner
    Limited ("Medepartner") to acquire the company. Medepartner has
    developed a unique technology application, the Integrated Care
    System, which has significant potential to reduce the cost of illness
    and injury insurance claims whilst optimising patient care and
    providing streamlined and seamless access to medical professionals.

    THE INTEGRATED CARE SYSTEM (ICS)

    ICS is an application system comprising data collection, collation,
    tracking, monitoring and process management functions for claimants,
    insureds, suppliers/providers, and service providers. The system
    architecture allows new or emerging technologies to be utilised for
    business advantage. For example, support for wireless devices that
    enables users to perform on-site assessment and/or investigation and
    capture data in real-time, removing traditional paper transactions.
    Also, web based enquiries can be utilised by stakeholders for real
    time access to relevant information. This translates into quicker
    customer response and lower transaction costs for the buyer. The ICS
    system has many synergies with the current data and technology
    support services being by provided by the Company in respect of the
    Startrack tracking system.

    Medepartner's system offers a number of functions which include:

    DOCUMENT EXCHANGE

    The document exchange system allows for real-time secure document
    transfers and messaging for health professionals. Utilising the
    Internet for communication and document encryption to ensure security
    and privacy, the document exchange system can be used for any
    electronic documents including medical certificates, invoices and
    reports. The system allows for tracking of documents from end to end
    and document status monitoring.

    PROVIDER TRACKING

    The provider tracking solution provides automation, monitoring and
    tracking of provider activities such as patient consultations,
    referrals, on-site assessments and treatments. Monitoring and
    tracking allows for provider assessment and benchmarking, fraud
    detection and decision support.

    CASE TRACKING

    The case tracking component is utilised for tracking and monitoring a
    patient's progress and activities through the duration of their case.
    This component of the system includes the following features:

    * Workflow Management
    * Contact Management
    * Triaging/Streaming
    * Validation (rules-based automation)
    * Assessment
    * Medical Management & Care Planning (using industry clinical
    guidelines)
    * Activity Management (eg Case notes, To Do's)
    * Investigation & Surveillance (document management)
    * Settlement

    STRATEGY

    Medepartner has developed a national business strategy that is aimed
    at positioning the company as the dominant player in the provision of
    employee health and return to work practices for Insurers,
    Self-Insurers and major corporations. It also intends to further
    expand its service provision in the illness and injury management
    arena.

    TARGET MARKETS

    The target market for introduction of services is:

    * Workers Compensation
    * Road Traffic Injuries
    * Disability Claims
    * Private Health

    Medepartner's existing client base includes:

    * Insurance Companies
    * Self Insured Entities
    * Employers
    * Government Departments

    MAJOR TERMS OF THE MEDEPARTNER ACQUISITION

    * Conditions Precedent

    The main conditions to be satisfied in order for Startrack and
    Medepartner to proceed with the transaction are as follows:

    (a) The shareholders of Startrack passing all resolutions as are
    required under the ASX Listing Rules and the Corporations Act to give
    effect to the transactions contemplated by the Agreement including,
    but without limitation, any application of Chapter 11 of the ASX
    Listing Rules;

    (b) The shareholders of Medepartner passing all resolutions as are
    required under the Corporations Act and entering into appropriate
    agreements to give effect to the transactions contemplated by the
    Agreement;

    (c) Startrack completing a placement of approximately 26,500,000
    Startrack Shares at a price of 0.3 cents per share to raise
    approximately $80,000 and a proposed entitlement issue by way of a
    share purchase plan to the shareholders of Startrack on the terms and
    at a price as determined by Startrack and Medepartner having regard
    to the capital needed to further commercially exploit the Integrated
    Care System; and

    (d) The current convertible note holder in the Company, Graceford
    Holdings Limited, converting part of its existing convertible note
    debt to approximately 40,000,000 Startrack Shares and assigning a
    further approximately $160,000 of the convertible note to new
    investors introduced by Medepartner. In effect, approximately
    $320,000 will be added to the net asset position of the Company.

    * Consideration Terms

    The acquisition terms payable upon completion are as follows:

    (a) 203,500,000 Startrack Shares at 0.5 cents per Startrack share
    (50% of the Shares subject to a voluntary 6 month escrow from the
    date of issue and 50% subject to a voluntary 12 month escrow); and

    (b) incentive based payments of Startrack Shares upon the following
    milestones being achieved:

    i. 300,000,000 Startrack Shares upon the Medepartner business
    achieving a $5m EBIT amount within 3 years of completion of the
    acquisition; and

    ii. Upon the Medepartner business achieving a $20m EBIT amount
    (within 5 years of completion of the acquisition), that number of
    Startrack Shares representing a value of $15m based on the market
    value of the listed shares at the time.

    Founding Director - Mr Carl Woodbridge

    The founding Director behind Medepartner is Mr Carl Woodbridge. Prior
    to establishing Medepartner, Mr Woodbridge was one of the founders of
    what is the largest Australian national loss adjusting company,
    Freemans Australia, formed in 1991. Freemans Australia grew to 35
    offices and 200 staff throughout Australia and connected to a Global
    network that Mr Woodbridge promoted through contacts in the industry.
    He also established Freemans (WA) Pty Ltd as the leading loss
    adjusting practice in Western Australia until sold to GAB Robins in
    1997.

    Subsequently, from November 1997 to June 2000, he was employed as
    Regional Leader and Executive Adjuster with GAB Robins, a global loss
    adjusting firm and the largest in Australia with 38 offices and 280
    staff around Australia. As Western Australian Regional Leader, Mr
    Woodbridge was responsible for managing the growth and performance of
    the Western Australian operations. In particular for developing
    promotional activities, building the client base of the firm,
    financial planning and management and process management. Mr
    Woodbridge also has extensive experience in the loss adjusting and
    insurance industries in the United Kingdom.

    PROPOSED ACQUISITION TIMETABLE

    A general indicative timetable of events and activities as
    contemplated by the Agreement is set out below:

    EVENT TIMING

    Complete Placement 9 May 03
    Despatch Notice of Meeting and Share Purchase Plan 16 May 03
    Hold Shareholder Meeting to Approve Transaction 16 June 03
    Complete Share Purchase Plan 18 June 03
    Complete Medepartner Acquisition 20 June 03

    Full details of the transaction will be provided to Shareholders with
    the despatch of the relevant notice of meeting referred to above.


    Peter Landau
    DIRECTOR

    Inquiries:

    Carl Woodbridge - Medepartner Limited (618 9368 4077)
    Peter Landau - Startrack Communications Limited (618 9322 7600)


 
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