Dow Jones 10243.82 -54.32  6:29 am EST, Wed., May 15, 2002  NASDAQ   1725.56 +6.51  For info, visit access.smallcapnetwork.com .  S & P 500   1091.00 -5.26  To be removed, please click here .  Russell 2000    513.53 +1.81  VOLUME 02: ISSUE 36 Itron Makes Offer For eMobile Data ***Congratulations to all the participants that correctly answered the "Guess The Chart" contest.  We have chosen our winners and will be contacting them this week.  We will formally announce the winners in this weekend's edition.*** In our May profile of eMobile Data released just five days ago, the SmallCap Digest expressed our bullish view of the company's future as its relationship with goliath Itron (ITRI) was about to yield substantial new business opportunities.  Yesterday we were extremely surprised to learn that Itron tendered an offer for eMobile just four days after our profile was released. Goliath is already trying to swallow up David. Normally a buyout offer is a event welcome by shareholders, but this time it is not the case yet.  Itron has offered to purchase eMobile for $6.2 million dollars which is approximately $0.30 per share.  Half of the purchase price would be in cash while the remainder is to be paid in shares of Itron. Let's take a look at the numbers.  At the time of our profile the company was trading at $0.35 per share with a market capitalization of approximately $7.5 million dollars.  Based off of this valuation, Itron's offer was 17% less than the market price.  Itron has already invested $2 million dollars in eMobile in the form of convertible debt. The note can be converted into equity based on a $10.4 million valuation.  On paper, this initial offer from Itron doesn't appear to do the shareholders of eMobile any favors. What next? There are a few possible scenarios and we will do our best to lay them out for you. Scenario One: The offer is accepted by shareholders and the deal goes through.  eMobile shareholders would receive about $0.30 per share with half of the consideration paid in cash and the other half in Itron stock.  Not a great deal for shareholders based on the prevailing market for the stock, but this is the worst case scenario. Scenario Two: The offer is rejected by the shareholders and no deal is done.  Subsequently the two companies will continue to move forward with obtaining more traction for Service-Link with the over 2,000 clients that Itron currently has.  This is a positive for shareholders because eMobile is on the cusp of many new developments that would propel the company to the next level.  It is also for this reason that Itron would like to buy eMobile NOW.  If the offer is rejected and its back to business as normal, eMobile shareholders will have the opportunity to reap significant benefits. Scenario Three: The initial offer is rejected but the deal eventually goes through because Itron sweetens the offer.  This could potentially be the most lucrative path for eMobile shareholders if the "price is right".  It is inevitable that Itron will want to own eMobile, but at the current offer price of $0.29 per share or $6.2 million dollars the potential transaction looks like a distress sale.  There are some major shareholders of eMobile are definitely opposed to this transaction. To make this deal work we believe  a higher buyout price needs to be on the table. The fact that Itron wants to purchase eMobile at this juncture is flattering for the company but will likely be unacceptable when the offer price is considered by large shareholders.  The SmallCap Digest feels that currently the stock is limited to $0.29 per share on the downside with the possibility of a higher price if scenario two or three occurs. There is absolutely no way to know what is going to happen.  Here is the complete text of the news release for your review:     LETTER OF INTENT EXECUTED WITH ITRON Richmond, B.C., May 14, 2002: The Board of Directors of eMobile Data Corporation ("eMobile Data") is pleased to report that eMobile Data has entered into a letter of intent (the "Letter of Intent") setting forth the basic terms and conditions under which Itron, Inc. ("Itron") would negotiate a definitive purchase and sale agreement with eMobile Data for the purchase of all of the issued and outstanding shares of capital stock of eMobile Data by Itron (the "Purchase"). The Letter of Intent is not a legally binding commitment by either party to enter into any further agreements relating to any matter whatsoever, and until definitive agreements relating to the Purchase (collectively, the "Definitive Agreements") have been executed either party may terminate the negotiations of the Purchase at any time and for any reason whatsoever without liability for such termination to the other. Pursuant to Definitive Agreements, and subject to the satisfactory completion of due diligence, it is presently anticipated that the present shareholders of eMobile Data would receive, in exchange for all of their shares of eMobile Data's capital stock outstanding as of the date of the Purchase (which currently constitutes 21,417,720 shares) total consideration of $6,200,000USD (the "Purchase Price"). One-half of the consideration paid at closing is expected to be payable in cash in US dollars and the remainder in the form of common stock of Itron (collectively, the "Itron Stock"). The proposed Purchase Price presently equates to approximately $0.290 USD (or $0.46 CDN) per current outstanding share of eMobile Data (assuming a currency exchange rate of $0.63 USD). Adjustments to the Purchase Price are expected to be based upon (i) changes in eMobile Data's working capital from March 31, 2002 and (ii) the results of due diligence. Any working capital adjustment mechanism would provide for up or down adjustments on a dollar for dollar basis for changes in working capital that exceed $1,500,000 CDN from March 31, 2002. The Itron Stock would consist of unregistered, previously authorized and newly issued shares. For the purposes of satisfying applicable securities legislation, it is anticipated that eMobile Data may seek court approval for the proposed Purchase and/or that Itron would cause the Itron Stock to be registered on Form S-3 as soon as possible, and which Form S-3 would be effective for one year from the date of its effectiveness. The Itron Stock would not be subject to any resale restrictions imposed by Itron. The price per share of Itron Stock paid at closing would be determined on the basis of the average of the daily closing prices for the shares of Itron's common stock for the 20 consecutive full trading days during which shares are actually traded, ending at the close of the trading day five trading days prior to the closing date of the proposed Purchase; provided that the per share price of Itron Stock would be subject to a "collar" comprised of $30.00 USD and $37.00 USD per share. At the time of closing all existing eMobile Data stock options and warrants would be required to be either exercised or terminated without payment of additional consideration. Any eMobile Data in-the-money options and warrants would increase the 21,417,720 share figure mentioned above, but would not increase the Purchase Price. Subject to Itron's due diligence review, the parties also anticipate that certain of eMobile Data's founding shareholders and current management would be required to indemnify Itron against all losses exceeding $100,000 CDN that may be suffered by Itron due to breaches of the representations and warranties specified in the Definitive Agreements. Other than for failure to consummate the proposed Purchase because of a violation of certain provisions of the Letter of Intent, each party is expected to be responsible for its own expenses in connection with all matters relating to the proposed Purchase transactions. In the event of the consummation of the proposed Purchase, eMobile Data's expenses would be paid by eMobile Data as of closing and accounted for on a dollar for dollar basis in the working capital adjustment mechanism. If the proposed Purchase is not consummated because of a violation of certain provisions of the Letter of Intent, the party violating such provision(s) will pay the reasonable expenses of the other party in connection with the proposed Purchase. The Letter of Intent may be terminated at any time upon written notice by any party to the other party; provided, however, that the termination of the Letter of Intent will not affect the liability of a party for breach of any binding provisions thereunder prior to the termination. Closing of the Purchase (which is expected to occur in the third quarter) is expected to be conditioned upon the satisfaction of standard closing conditions including, but not limited to, the following items: (i) execution of the Definitive Agreements; (ii) the parties shall have received all required approvals and consents from banks, governmental authorities and agencies, lenders, lessor's and other third parties, including Itron's and eMobile Data's respective Board of Directors and eMobile Data's shareholders; (iii) since December 31, 2001 the business of eMobile Data and its subsidiaries shall have been conducted in the ordinary course, and there shall have been no actual or threatened material adverse change in or risks to the business, prospects, operations, earnings, assets or financial condition of eMobile Data and any subsidiaries; (iv) there shall have been no dividend, redemption or similar distribution, or any stock split, recapitalization or stock issuance of any kind by eMobile Data since December 31, 2001 and a commitment to do any of these things at any time in the future, except as may be approved by Itron; (v) there shall be no pending or threatened litigation regarding the Definitive Agreements or the transactions to be contemplated thereby; and (vi) there shall be delivery of customary legal opinions, closing certificates and other documentation. Both the Letter of Intent and entering into the Definitive Agreements and consummating the Purchase will be dependent upon the satisfactory negotiation of the Definitive Agreements and approval by each party's respective Board of Directors. On Behalf of the Board of Directors of eMobile Data Corporation, Marc C.G. Jones, CEO and President This press release has been prepared by management of eMobile Data, who take full responsibility for its contents. The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release. This press release may include forward-looking statements within the meaning of section 27a of the United States Securities Act of 1933, as amended, and section 21e of the United States Securities and Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, the companies' analysis of opportunities in the acquisition and development of various project interests and certain other matters. These statements are made under the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1955 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein. eMobile Data Corporation: Suite 220, 10711 Cambie Road, Richmond, British Columbia, V6X 3G5. Telephone: (604) 279-9956 and Facsimile: (604) 279-9957. 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