<SUBMISSION>
<ACCESSION-NUMBER>0000950136-02-002451
<TYPE>SC 14D9
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<FILING-DATE>20020820
<SUBJECT-COMPANY>
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<CONFORMED-NAME>ATPOS COM INC
<CIK>0000893855
<ASSIGNED-SIC>3578
<IRS-NUMBER>330253408
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
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<ACT>34
<FILE-NUMBER>005-44868
<FILM-NUMBER>02743375
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3051 NORTH FIRST ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084685400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 OAKMEAD PARKWAY
<STREET2>STE 620
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PENULTIMATE INC
<DATE-CHANGED>19930824
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MOBINETIX SYSTEMS INC
<DATE-CHANGED>19960928
</FORMER-COMPANY>
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<STREET1>500 OAKMEAD PARKWAY
<STREET2>STE 620
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PENULTIMATE INC
<DATE-CHANGED>19930824
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MOBINETIX SYSTEMS INC
<DATE-CHANGED>19960928
</FORMER-COMPANY>
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<TYPE>SC 14D9
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>SCHEDULE 14D-9
<TEXT>
<PAGE>


===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                ----------------

                                 SCHEDULE 14D-9
                                 (RULE 14D-101)


                      SOLICITATION/RECOMMENDATION STATEMENT
                          UNDER SECTION 14(d)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                ----------------

                                 @POS.COM, INC.
                            (Name of Subject Company)
                                ----------------

                                 @POS.COM, INC.
                      (Name of Person(s) Filing Statement)


                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (Title of Class of Securities)


                                    04963A104
                      (CUSIP Number of Class of Securities)


                                    JOHN WOOD
                             CHIEF EXECUTIVE OFFICER
                                 @POS.COM, INC.
                             3051 NORTH FIRST STREET
                              SAN JOSE, CALIFORNIA
                                 (408) 468-5400
       (Name, Address and Telephone number of person authorized to receive
    notices and communications on behalf of the persons(s) filing statement)


                                   COPIES TO:
                             James C. Chapman, Esq.
                               Stephen W. Clinton
                               Patrica P. Zahedani
                            Silicon Valley Law Group
                             152 North Third Street,
                           San Jose, California 95112
                                 (408) 286-6100


 [ ]  Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.


================================================================================
<PAGE>

ITEM 1. SUBJECT COMPANY INFORMATION

     The name of the subject company is @pos.com, Inc., a Delaware corporation
(the "Company" or "@pos"). The address of the principal executive offices of
the Company is 3051 North First Street, San Jose, California 95113. The
telephone number of the principal executive offices of the Company is (408)
468-5400.

     The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (together with any
Exhibits or Annexes hereto, this "Schedule 14D-9" or "Statement") relates is
the common stock, par value $0.001 per share (the "Common Stock" or the
"Shares"). As of August 12, 2002, there were 10,416,141 shares of Common Stock
outstanding.


ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

     The filing person is the subject company. The Company's name, address and
telephone number are set forth in Item 1 above.

     This Statement relates to the tender offer by Symbol Acquisition Corp.
(the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Symbol Technologies, Inc., a Delaware corporation ("Parent"), to purchase all
of the outstanding Shares at a purchase price of $0.46 per share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated August 19,
2002 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The Offer is described in a Tender Offer Statement on
Schedule TO (as amended or supplemented from time to time, the "Schedule TO"),
filed by the Purchaser with the Securities and Exchange Commission on August
19, 2002.

     The Offer is being made in accordance with the Agreement and Plan of
Merger dated August 12, 2002 by and among Parent, the Purchaser and the Company
(the "Merger Agreement"). The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, following completion of the
Offer, and in accordance with the Delaware General Corporation Law (the
"DGCL"), the Purchaser will be merged with and into the Company (the "Merger").
Following the consummation of the Merger, the Company will continue as the
surviving corporation and will be a wholly owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each issued and
outstanding Share (other than shares owned by Parent, the Purchaser, any of
their respective subsidiaries, the Company or any subsidiary of the Company,
and Shares held by stockholders who did not vote in favor of the Merger
Agreement and who comply with all the relevant provisions of Section 262 of the
DGCL relating to dissenter's rights of appraisal) will be converted into the
right to receive the same amount in cash per share that is paid pursuant to the
Offer (the "Merger Consideration"). In addition, at the Effective Time, each
then outstanding option to purchase Common Stock under the Company's 1996 Stock
Option Plan, whether or not otherwise vested and exercisable ("Stock Option")
shall be cancelled by the Company and in consideration of such cancellation
and, except to the extent that Parent and the holder of any such Stock Option
otherwise agree, the Company shall pay to such holders of Stock Options an
amount in respect thereof equal to the product of (A) the excess, if any, of
(i) the Merger Consideration over (ii) the exercise price per Share subject to
such Stock Option and (B) the number of Shares subject to such Stock Option
immediately prior to its cancellation. Such payment shall be less any required
withholding taxes and without interest.

     The Schedule TO states that the principal office of Parent and the
Purchaser are located at One Symbol Plaza, Holtsville, New York 11742.


                                       1
<PAGE>

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

     Certain contracts, agreements, arrangements or understandings between the
Company or its affiliates and certain of its directors and executive officers
are, except as noted below, described in the Information Statement pursuant to
Rule 14f-1 under the Securities Exchange Act of 1934 (the "Information
Statement") that is attached as Annex A to this Statement and is incorporated
herein by reference. Except as described in this Statement (including in the
Exhibits hereto and in Annex A hereto) or incorporated herein by reference, to
the knowledge of the Company, as of the date of this Statement, there exists no
material agreement, arrangement or understanding or any actual or potential
conflict of interest between the Company or its affiliates and (1) the
Company's executive officers, directors or affiliates, or (2) the Purchaser or
the Purchaser's executive officers, directors or affiliates.


 THE MERGER AGREEMENT AND RELATED DOCUMENTS

     The summary of the Merger Agreement and the description of the conditions
of the Offer are contained in Section 11 -- "Purpose of the Offer; Plans for
the Company; Certain Agreements" and Section 14 -- "Conditions of the Offer", in
each case, of the Offer to Purchase which is filed herewith as Exhibit (a) (1)
and incorporated herein by reference. Such summaries and descriptions are
qualified in their entirety by reference to the Merger Agreement, which is
filed herewith as Exhibit (e) (1) and incorporated herein by reference.

     In connection with the Merger Agreement, Crosspoint Ventures Partners Q
LLP, Crosspoint Ventures Partners LLP, Life Investors Insurance Company of
America, John Wood and Llavan Fernando (collectively the "Stockholders")
entered into a Tender and Voting Agreement dated as of August 12, 2002 (the
"Tender Agreement") with Parent and the Purchaser. The summary of the Tender
Agreement is contained in Section 11 -- "Purpose of the Offer; Plans for the
Company; Certain Agreements" of the Offer to Purchase which is filed herewith
as Exhibit (a) (1) and incorporated herein by reference. Such summary is
qualified in its entirety by reference to the Tender Agreement, which is filed
herewith as Exhibit (e) (2) and incorporated herein by reference.

     In connection with the Merger Agreement, the Company and Crossvue, Inc. (a
wholly owned subsidiary of the Company) made to Parent an amended and restated
convertible promissory note (the "Amended Note") in an amount of $3,500,000 to
Parent on August 12, 2002. The summary of the Amended Note is contained in
Section 11 -- "Purpose of the Offer; Plans for the Company; Certain Agreements"
of the Offer to Purchase which is filed herewith as Exhibit (a) (1) and
incorporated herein by reference. Such summary is qualified in its entirety by
reference to the Amended Note, which is filed herewith as Exhibit (e) (3) and
incorporated herein by reference.

     Parent and the Company entered into the Confidentiality Agreement dated as
of June 20, 2002 (the "Confidentiality Agreement"). The summary of the
Confidentiality Agreement is contained in Section 11 -- "Purpose of the Offer;
Plans for the Company; Certain Agreements" of the Offer to Purchase which is
filed herewith as Exhibit (a)(1) and incorporated herein by reference. Such
summary is qualified in its entirety by reference to the Confidentiality
Agreement, which is filed herewith as Exhibit (e) (4) and incorporated herein
by reference.


 INTEREST OF CERTAIN PERSONS

     Certain members of the Company's management and the Board of Directors of
the Company (the "Board") may be deemed to have interests in the transactions
contemplated by the Merger Agreement that are in addition to their interests as
Company stockholders generally. Such interests include, but are not limited to,
certain Board members being required to sign the Tender Agreement, continued
employment with the Company, possibility of continuing as a member of the Board
and immediate vesting of all Stock Options. The Board was aware of these
interests and considered them, among other matters, in approving the Merger
Agreement and the transactions contemplated thereby.


 STOCK-BASED RIGHTS

     The Merger Agreement provides that, at the Effective Time, each
outstanding stock option issued by the Company to acquire Common Stock, whether
vested or unvested, will be cancelled, and the option holder will


                                       2
<PAGE>

be entitled to receive an amount equal to the excess of the Merger Consideration
over the exercise price, multiplied by the number of shares of Common Stock
underlying the option, less applicable withholding taxes and without interest.
The number of shares subject to options is as follows: Mr. John Wood, 765,000
shares; Mr. Llavan Fernando, 767,940 shares; Mr. Ed Kolasinski, 90,000 shares;
Mr. Matt Graves, 125,000 shares; Mr. James Dorrian, 0 shares; and all directors
and executive officers of the Company, including the foregoing (7 individuals),
1,957,940 shares. All unvested options described above shall vest upon
consummation of the Merger.


 OTHER PLANS


     It is expected that, initially following the Merger, the business and
operations of the Company will generally continue as they are currently being
conducted. Parent currently intends to cause the Company's operations to
continue to be run and managed by, amongst others, the Company's existing
executive officers. Parent states that it will continue to evaluate all aspects
of the business, operations, capitalization and management of the Company
during the pendency of the Offer and after the consummation of the Offer and
the Merger and will take such further actions as it deems appropriate under the
circumstances then existing. Parent intends to seek additional information
about the Company during this period. Thereafter, Parent intends to review such
information as part of a comprehensive review of the Company's business,
operations, capitalization and management.


ITEM 4. THE SOLICITATION OR RECOMMENDATION


 RECOMMENDATION OF THE BOARD OF DIRECTORS.


     At a meeting held on August 6, 2002, the Board determined that the Merger
Agreement and the transactions contemplated thereby were the best option
available after a long search for investors and potential acquirers. The Board
further believes that the transactions contemplated by the Merger Agreement are
advisable, fair to, and in the best interest of the stockholders of the
Company. At this meeting, the Board approved the Merger Agreement and the
transactions contemplated by the Merger Agreement, and approved the Merger
Agreement and such transactions for the purposes of Section 203 of DGCL. YOUR
BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES IN THE OFFER.


 BACKGROUND OF THE OFFER, CONTRACT WITH PURCHASER


     On or about October 1, 2001, the Company acquired Crossvue, Inc.
("Crossvue"). Since Crossvue had approximately $3,000,000 in cash, it was an
attractive acquistion candidate for the Company. However, notwithstanding the
acquisition of Crossvue, the Company continued to look for additional capital
necessary to fully implement its business plan. After an unsuccessful search
for additional capital, the board of directors of the Company (the "Board")
authorized the officers to seek a buyer for the Company. The Company hired Jane
Capital Partners LLC as its investment bank to seek a buyer for the Company.


     During the first half of 2002, the Company held discussions with numerous
parties, including Hand Held Products, Inc. ("HHP"), regarding a possible
acquisition of the Company or an investment in the Company. The discussions with
HHP culminated in an asset purchase agreement, executed by the Company, Crossvue
and HHP on June 26, 2002 (the "Asset Purchase Agreement"), whereby the Company
and Crossvue agreed to transfer to HHP substantially all of their business,
properties and assets.


     During the Company's negotiations with HHP, Parent indicated an interest
in acquiring the Company. On June 20, 2002, the Company and Parent entered into
the Confidentiality Agreement.


                                       3
<PAGE>

     On July 19, 2002, Parent proposed the Offer and the Merger to the Company
by delivery of the following letter:


                                        July 19, 2002

    Mr. John Wood
    Chairman of the Board and Chief Executive Officer
    @POS.com, Inc.
    3051 North First Street
    San Jose, CA 95134 U.S.A.


    Dear John:


    We are pleased to propose that Symbol Technologies, Inc. acquire all of
    the outstanding equity interests in @POS.com, Inc. (the "Company") for an
    aggregate purchase price of $5.5 million. The proposed transaction would
    be effected through a customary negotiated two-step merger agreement,
    whereby Symbol would make a tender offer for all of the outstanding common
    stock of the Company.


    We have reviewed the Asset Purchase Agreement dated as of June 26, 2002
    among the Company, Crossvue, Inc. and Hand Held Products, Inc. and are
    confident that the Company's Board will conclude that our proposal
    constitutes a "Superior Proposal" as defined in such Asset Purchase
    Agreement. In addition to the higher consideration for your shareholders
    contemplated by our proposal, we believe that our proposed transaction
    would have a number of significant advantages over the transaction
    contemplated by the Asset Purchase Agreement, including the absence of any
    hold-back provision or any risk that the value available to shareholders
    would be reduced by the Company's retained liabilities. We also believe
    that our proposed transaction would have fewer conditions, can be
    completed substantially faster and is potentially more tax efficient for
    your shareholders.


    In addition, we are prepared to fund a loan to the Company in an amount
    necessary to fully repay HHP under the Convertible Promissory Note dated
    June 26, 2002 (including any break-up fee payable) simultaneously with the
    execution of a definitive agreement between Symbol and the Company and
    thereafter provide additional working capital advances to the Company,
    which loan and advances will not exceed $2,000,000 in the aggregate. Such
    loan and advances shall be on terms substantially the same as the
    Convertible Promissory Note currently held by HHP.


    Symbol intends to obtain the funds necessary to complete the transaction
    from existing cash balances. As we are sure you are aware, we are the
    global leader in mobile data transaction systems with annual revenues in
    excess of $1 billion dollars and with a market capitalization (even at
    today's depressed levels) in excess of $1 billion.


    Our proposal is subject only to the following conditions: (i) the
    completion of satisfactory due diligence to be conducted by us and our
    advisors and (ii) the negotiation and execution of definitive agreements
    on terms satisfactory to the parties thereto. We have reviewed the
    publicly available information on the Company and we believe that our due
    diligence would be completed expeditiously and would not delay the
    execution of definitive agreements.


    If the Company determines to promptly accept our proposal, the transaction
    could be completed as early as end of August 2002. Unless earlier
    accepted, this proposal will terminate at 5:00 PM on July 26, 2002.


    We look forward to discussing this proposal and negotiating definitive
    agreements with you immediately. In responding to us or in seeking further
    information concerning our proposal, or for any other matter, please call
    me at (631) 738-4765.
                                        Sincerely yours,

                                        Leonard Goldner
                                        Executive Vice President and General
                                        Counsel
     cc:  R. Bravman


                                       4
<PAGE>

     On July 22, 2002, the Board met to consider Parent's proposal in relation
to the Asset Purchase Agreement and whether there were any other possible
parties interested in acquiring the Company. During such meeting, Jane Capital
Partners LLC discussed various financial considerations relating to Parent's
proposal with the Board. As a condition for proceeding with Parent's proposal,
the Board requested that Parent provide the Company with interim working
capital prior to the negotiation of a definitive Merger Agreement. Following
the meeting of the Board on that date, the Company issued a press release
stating that it had received Parent's proposal and that the Board had
determined Parent's proposal to constitute a superior proposal to the Asset
Purchase Agreement. The Company also delivered a copy of Parent's proposal to
HHP. Pursuant to the Asset Purchase Agreement, HHP had the greater of two full
business days or 48 hours following its receipt of Parent's proposal to match
the terms of such proposal.

     In response, Parent delivered a letter dated July 25, 2002 substantially
identical to the letter dated July 19, 2002 except that Parent substituted the
following language to address the request of the Company for interim working
capital:

     In addition, we are willing to fund (i) up to $400,000 of interim working
     capital advances prior to the execution of a definitive agreement between
     Symbol and the Company, (ii) a loan to the Company in an amount necessary
     to fully repay HHP under its promissory note simultaneously with the
     execution of the definitive Merger Agreement and (iii) thereafter provide
     additional working capital advances to the Company, which loans and
     advances under clauses (i), (ii) and (iii) would not exceed $2,000,000 in
     the aggregate. Such loan and advances shall be on terms substantially the
     same as the Convertible Promissory Note currently held by HHP.

     On July 25, 2002, the Board and its financial and legal advisors met to
discuss Parent's letter of the same date and the interim financing needs of the
Company and decided to proceed with negotiations with Parent on the basis of
such letter. On July 26, 2002, the Company and Crossvue entered into a
convertible promissory note in the amount of $400,000 (the "Original Note") in
favor of Parent. A copy of the Original Note has been filed as Exhibit (d)(4)
to the Schedule TO filed by Parent and the Purchaser with the Securities and
Exchange Commission on August 19, 2002.

     Between July 26, 2002 and August 6, 2002, the parties and their respective
counsel negotiated the terms of the Merger Agreement and the related documents,
including the increased amount of the Amended Note.

     On August 6, 2002, the Board and its financial and legal advisors again
met to consider the Merger Agreement and the related documents, the Asset
Purchase Agreement and the status of inquiries made by other parties interested
in the Company. Following the discussion, the Board determined that the terms
of the Merger Agreement and the related documents were the most favorable terms
received to date, and under the circumstances were advisable, fair to and in
the best interests of the stockholders of the Company. The Board approved the
Merger Agreement, the related documents and the transactions contemplated
thereby, and determined to recommend that the Company's stockholders tender
their Shares pursuant to the Offer. The Board also determined to terminate the
Asset Purchase Agreement and related documents concluded with HHP pursuant to
the terms thereof on the basis that (a) the transactions contemplated by the
Merger Agreement and the related documents constituted a transaction more
favorable to the stockholders of the Company than that contemplated by the
Asset Purchase Agreement and that Parent was financially capable of
consummating the Offer and the Merger and (b) HHP failed to match the terms of
the Offer and the Merger within the time period allocated by the Asset Purchase
Agreement.

     Between August 6, 2002 and August 12, 2002, the parties completed
arrangements necessary to enter into the Merger Agreement, including delivery
of a notice to HHP to terminate the Asset Purchase Agreement and obtaining from
HHP a release of its security interests in the Company's and Crossvue's assets.

     On August 12, 2002, Parent, the Purchaser and the Company executed the
Merger Agreement. On that same day, the Purchaser and certain stockholders of
the Company entered into the Tender Agreement in which such stockholders agreed
to tender their Shares in the Offer. In addition, on that day, Parent, the
Company and Crossvue entered into the Amended Note replacing the Original Note
to repay in full all of the borrowings outstanding under the promissory note
held by HHP and to provide additional working capital for the Company. The
Amended Note is secured by a security interest in substantially all of the
assets of the Company and Crossvue.


                                       5
<PAGE>

     On August 19, 2002, in accordance with the Merger Agreement, the Purchaser
commenced the Offer.


 REASONS FOR THE RECOMMENDATION OF THE BOARD OF DIRECTORS

     In approving the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, and recommending that all holders
of Common Stock accept the Offer and tender their shares of Common Stock
pursuant to the Offer, the Board considered a number of factors, including the
following:

   1.  TRANSACTION FINANCIAL TERMS. The Board determined that the aggregate
       consideration to the Company's stockholders pursuant to the Merger
       Agreement, including the assumption of the Company's liabilities by
       Parent, is superior to the transaction contemplated by the Asset
       Purchase Agreement. The Board also considered the relationship of the
       Offer Price to the historical market prices of the Common Stock.

   2.  COMPANY OPERATING AND FINANCIAL CONDITION. The Board considered the
       current and historical financial condition and results of operations of
       the Company, the Company's cash position, as well as the prospects and
       strategic objectives of the Company, including the risks involved in
       achieving those prospects and objectives, and the current and expected
       conditions in the industry in which the Company's business operates.

   3.  STRATEGIC ALTERNATIVES. The Board considered the strategic alternatives
       available to the Company, including the possibility of obtaining
       additional investment and the possibility of growing its business while
       remaining an independent public company. The Company made significant
       effort to raise equity capital without success.

   4.  PROMPT CASH TENDER WITH LIMITED CONDITIONS. The Board considered the
       fact that the Merger Agreement provides for a prompt cash tender offer
       for all outstanding shares of Common Stock to be followed by the Merger
       at the same cash price per share, thereby enabling the Company's
       shareholders to obtain the benefits of the transactions at the earliest
       possible time. The Board considered that Parent's obligation to
       consummate the Offer and the Merger is subject to a limited number of
       conditions, with no financing condition.

   5.  STRENGTH OF PARENT. The Board considered, among other things, that
       Parent (i) could assume the liabilities to the Company's customers and
       other parties, (ii) has a favorable record of acquiring other companies,
       (iii) has strong financial statements, (iv) has a strong management
       team, and (v) has a business which is strategic to the Company.

   6.  ALTERNATIVE TRANSACTIONS. The Board considered that under the terms of
       the Merger Agreement, while the Company is prohibited from soliciting
       acquisition proposals from third parties, the Company may engage in
       discussions or negotiations with, and may furnish non-public information
       to, a third party that makes a non-solicited acquisition proposal if,
       among other things, the Board determines in good faith, after
       consultation with and based upon the advice of outside legal counsel,
       that such acquisition proposal would be reasonably likely to result in a
       transaction more favorable to the Company's stockholders from a
       financial point of view than that contemplated by the Merger Agreement,
       and that the person making such acquisition proposal is financially
       capable of consummating such proposal or the financing necessary to
       consummate such acquisition proposal is then committed or is reasonably
       capable of being obtained. The Board considered that the terms of the
       Merger Agreement permit the Company to terminate the Merger Agreement to
       enter into such a superior transaction involving the Company if the
       outstanding principal amount of the Amended Note is increased by
       $350,000 and the Company reimburses Parent for all reasonable
       out-of-pocket expenses and fees. In addition, the Board considered that
       certain stockholders are required by the Tender Agreement to tender
       their Shares and otherwise support the Offer and the Merger, including
       refraining from supporting alternative transactions for a period time
       after the Merger Agreement is terminated. The Board considered that
       these provisions of the Merger Agreement and the Tender Agreement could
       have the effect of deterring third parties who might be interested in
       exploring an acquisition of the Company. In this regard, the Board
       recognized that these provisions were insisted upon by Parent as a
       condition to entering into the Merger Agreement.


                                       6
<PAGE>

   7.  POTENTIAL CONFLICTS OF INTEREST. The Board considered the interests of
       certain Company executives and directors in the Offer and the Merger.

The foregoing includes the material factors considered by the Board. In view of
its many considerations, the Board did not find it practical to, and did not,
quantify or otherwise assign relative weights to the specific factors
considered. In addition, individual members of the Board may have given
different weights to the various factors considered. After weighing all of
these considerations, the Board determined to approve the Merger Agreement and
recommend that holders of Shares tender their Shares in the Offer.


 INTENT TO OFFER

     To the best of the Company's knowledge, each executive officer, director
affiliate or subsidiary of the Company who owns shares of Common Stock intends
to tender all issued and outstanding shares of Common Stock held of record or
beneficially owned by such person to Purchaser in the Offer.


ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

     Pursuant to a letter agreement dated April 1, 2002, the Company formally
retained Jane Capital Partners to act as its financial advisor in connection
with a Transaction, Financing or Strategic Transaction (as defined in the
engagement letter), including a possible sale of the Company. The Board
retained Jane Capital Partners based upon its qualifications, experience,
reputation, and familiarity with the Company's business. Jane Capital Partners
is an regionally recognized investment banking and advisory firm. As part of
its investment banking and financial advisory business, Jane Capital Partners
is continuously engaged in mergers and acquisitions, competitive biddings,
private placements and valuations for corporate and other purposes.

     Pursuant to the letter agreement, the Company paid to Jane Capital Partners
non-refundable monthly retainer fees of $20,000 in the aggregate. In addition,
the Company agreed to pay to Jane Capital Partners an additional fee of $321,500
upon the consummation of a definitive agreement. The Company has also agreed to
reimburse Jane Capital Partners for certain expenses. In addition, the Company
has agreed to indemnify Jane Capital Partners against certain liabilities and
expenses.

     Except as described above, neither the Company nor anyone acting on its
behalf has employed, retained or compensated, or currently intends to employ,
retain or compensate, any person to make solicitations or recommendations to
the stockholders of the Company on its behalf with respect to the Offer.


ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

     Except for John Wood, the Company's Chief Executive Officer, who received
one half of his bi-weekly compensation in Shares (at the fair market value on
the date of such payment), no transactions in Shares have been affected during
the past sixty (60) days by the Company or, to the knowledge of the Company, by
any executive officer, director, affiliate or subsidiary of the Company. On
August 1, 2002, the Board voted to discontinue paying one half of John Wood's
salary in Shares and began paying him a full cash salary. The following table
summarizes certain information regarding the Shares received by John Wood in the
last 60 days:




<TABLE>
<CAPTION>
       DATE OF RECEIPT         NUMBER OF SHARES          PRICE PER SHARE
       ---------------         ----------------          ---------------
<S>                            <C>                       <C>
June 14, 2002                    19,203                      $0.23
June 30, 2002                    15,774                      $0.28
July 15, 2002                    18,403                      $0.24
July 31, 2002                    11,042                      $0.40

</TABLE>

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

     The Company is not currently undertaking or engaged in any negotiations in
response to the Offer that relate to (1) a tender offer or other acquisition of
the Company's securities by the Company, any subsidiary of the Company or any
other person; (2) an extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Company or any subsidiary of the
Company; (3) a purchase, sale or transfer of a material amount of assets of the
Company or any subsidiary of the Company; or (4) any material change in the
present dividend rate or policy, or indebtedness or capitalization of the
Company.

     There are no transactions, resolutions of the Board, agreements in
principle, or signed contracts in response to the Offer that relate to one or
more of the events referred to in this Item 7.


                                       7
<PAGE>

ITEM 8. ADDITIONAL INFORMATION

     The information contained in the Exhibits referred to in Item 9 below is
incorporated by reference herein.


 DELAWARE GENERAL CORPORATION LAW.

     Under the DGCL, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the outstanding Shares, the Purchaser will be able
to effect the Merger after consummation of the Offer without a vote of the
Company's stockholders. However, if the Purchaser does not acquire at least 90%
of the Shares pursuant to the Offer or otherwise and a vote of the Company's
stockholders is required under Delaware law, a significantly longer period of
time will be required to effect the Merger.


 THE PURCHASER'S DESIGNATION OF PERSONS TO BE ELECTED TO THE BOARD OF DIRECTORS.

     The Information Statement attached as Annex A to this Statement is being
furnished in connection with the possible designation by Parent, pursuant to
the terms of the Merger Agreement, of certain persons to be elected to the
Board other than at a meeting of the Company's stockholders.


ITEM 9. EXHIBITS




<TABLE>
<CAPTION>
    EXHIBIT NO.                                          DESCRIPTION
------------------- -------------------------------------------------------------------------------------
<S>                 <C>
       (a)(1)       Offer to Purchase dated August 19, 2002, incorporated by reference to Exhibit (a)(1)
                    to the Schedule TO, filed by Parent and the Purchaser with the Securities and
                    Exchange Commission on August 19, 2002.

       (a)(2)       Form of Letter of Transmittal, incorporated by reference to Exhibit (a)(2) to the
                    Schedule TO, filed by Parent and the Purchaser with the Securities and Exchange
                    Commission on August 19, 2002.

       (a)(3)       Press Release issued by the Company on August 14, 2002 announcing the Merger
                    Agreement, incorporated by reference to cover of Schedule 14D-9, filed by the Company
                    with the Securities and Exchange Commission on August 14, 2002.

       (a)(4)       Letter to the Stockholders of the Company, dated August 19, 2002.

       (e)(1)       Agreement and Plan of Merger dated as of August 12, 2002 by and among Parent,
                    the Purchaser and the Company (incorporated by reference to Exhibit (d) (1) to the
                    Schedule TO filed by Parent and the Purchaser with the Securities and Exchange
                    Commission on August 19, 2002).

       (e)(2)       Tender and Voting Agreement dated as of August 12, 2002 among Parent, Purchaser
                    and certain Stockholders (incorporated by reference to Exhibit (d) (3) to the
                    Schedule TO filed by Parent and the Purchaser with the Securities and Exchange
                    Commission on August 19, 2002).

       (e)(3)       Amended and Restated Convertible Promissory Note, dated August 12, 2002, made
                    by the Company and Crossvue, Inc. in favor of Parent (incorporated by reference to
                    Exhibit (d)(5) to the Schedule TO filed by Parent and the Purchaser with the Securities
                    and Exchange Commission on August 19, 2002).

       (e)(4)       Confidentiality Agreement, dated as of June 20, 2002, by and between Parent and
                    the Company (incorporated by reference to Exhibit (d)(2) to the Schedule TO filed
                    by Parent and the Purchaser with the Securities and Exchange Commission on
                    August 19, 2002).

       (e)(5)       The Information Statement of the Company, dated August 19, 2002 (included as
                    Annex A to the Statement).
</TABLE>

                                       8
<PAGE>

                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                        @POS.COM, INC.


                                        By: /s/ JOHN WOOD
                                          ------------------------
                                          Name: John Wood
                                          Title: Chief Executive Officer

Dated: August 19, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(4)
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>LETTER TO THE STOCKHOLDERS OF THE COMPANY
<TEXT>
<PAGE>





                                @POS.COM, INC.
              3051 North First Street, San Jose, California 95134

                                                                August 19, 2002


Dear Fellow Stockholders:

     I am very pleased to inform you that @pos.com, Inc. has entered into a
merger agreement with Symbol Technologies, Inc., pursuant to which a subsidiary
of Symbol has commenced a tender offer to purchase all of the outstanding
shares of @pos common stock for $0.46 per share in cash. I believe the
transaction represents the best deal reasonably available.

     The tender offer is conditioned on, among other things, at least a
majority of shares of @pos common stock outstanding on a fully diluted basis
being tendered and not withdrawn. The tender offer will be followed by a
merger, in which each share of @pos common stock not purchased in the tender
offer will be converted into the right to receive in cash the price paid in
the tender offer.

     YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE TERMS OF THE SYMBOL OFFER
AND THE MERGER ARE ADVISABLE, FAIR TO, AND IN THE BEST INTEREST OF,
STOCKHOLDERS OF @POS, AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS OF @POS
ACCEPT THE SYMBOL OFFER AND TENDER THEIR SHARES OF @POS COMMON STOCK PURSUANT
TO THE OFFER.

     In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Schedule 14D-9. You should read
this document carefully and in its entirety.

     Enclosed are the Symbol Offer to Purchase, dated August 19, 2002, the
Letter of Transmittal and related documents. These documents set forth the
terms of the tender offer. The attached Schedule 14D-9 describes in more detail
the reasons for your Board's conclusions and contains other information
relating to the tender offer. We urge you to consider this information
carefully.


Sincerely,

/s/ John Wood
------------------------------
John Wood
CHIEF EXECUTIVE OFFICER


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(E)(5)
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>THE INFORMATION STATEMENT OF THE COMPANY
<TEXT>
<PAGE>



                                                                        ANNEX A


                                 @POS.COM, INC.
                            3051 NORTH FIRST STREET
                          SAN JOSE, CALIFORNIA 95134


                       INFORMATION STATEMENT PURSUANT TO
                 SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
                       OF 1934 AND RULE 14F-1 THEREUNDER

     This Information Statement is being mailed on or about August 19, 2002 as
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Statement") of @pos.com, Inc. (the "Company"). You are receiving this
Information Statement in connection with the possible election of persons
designated by Symbol Technologies, Inc. ("Parent") to a majority of seats on
the Board of Directors (the "Board") of the Company. On August 12, 2002, the
Company entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Parent and Symbol Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Parent, pursuant to which the
Purchaser is required to commence a tender offer to purchase all outstanding
shares of Common Stock, par value $0.001 per share, of the Company (the
"Shares"), at a price per Share of $0.46, net to the seller in cash (the "Offer
Price"), upon the terms and conditions set forth in the Purchaser's Offer to
Purchase, dated August 19, 2002 and in the related Letter of Transmittal
(which, together with any amendments and supplements thereto, collectively
constitute the "Offer"). Copies of the Offer to Purchase and the Letter of
Transmittal have been mailed to stockholders of the Company and are filed as
Exhibits (a)(1) and (a)(2) respectively, to the Tender Offer Statement on
Schedule TO (as amended from time to time, the "Schedule TO") filed by the
Purchaser with the Securities and Exchange Commission (the "Commission") on
August 19, 2002. The Merger Agreement provides that, subject to the
satisfaction or waiver of certain conditions, following completion of the
Offer, and in accordance with the Delaware General Corporation Law (the
"DGCL"), the Purchaser will be merged with and into the Company (the "Merger").
Following consummation of the Merger, the Company will continue as the
surviving corporation and will be a wholly owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each issued and
outstanding Share (other than Shares that are owned by Parent, the Purchaser,
any of their respective subsidiaries, or the Company, and Shares held by
stockholders of the Company who did not vote in favor of the Merger Agreement
and who comply with all of the relevant provisions of Section 262 of the DGCL)
will be converted into the right to receive the amount in cash per Share paid
pursuant to the Offer.

     The Offer, the Merger, and the Merger Agreement are more fully described
in the Statement to which this Information Statement is attached as Annex A,
which was filed by the Company with the Commission on August 19, 2002 and which
is being mailed to stockholders of the Company along with this Information
Statement.

     This Information Statement is being mailed to you in accordance with
Section 14(f) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule
14f-1 promulgated thereunder. The information set forth herein supplements
certain information set forth in the Statement. Information set forth herein
related to Parent, the Purchaser or the Parent Designees (as defined below) has
been provided by Parent. You are urged to read this Information Statement
carefully. You are not, however, required to take any action in connection with
the matters set forth herein.

     Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
August 19, 2002. The Offer is currently scheduled to expire at 12:00 midnight,
New York City time, on Monday, September 16, 2002, unless the Purchaser extends
it.

     Unless otherwise specified to the contrary, the information relating to the
Company set forth below in this Statement was obtained from the Company's Proxy
Statement on Schedule 14A filed on December 18, 2001 and such information has
not be updated.


                                      A-1
<PAGE>

 GENERAL

     The Common Stock and Series B Preferred Stock, $0.001 par value ("Series
B Preferred Stock"), are the only classes of equity securities of the Company
outstanding which are entitled to vote at a meeting of the stockholders of the
Company. As of the close of business on August 12, 2002, there were 10,416,141
outstanding shares of Common Stock and 369,054 shares of Series B Preferred
Stock, of which Parent and the Purchaser own no outstanding shares as of the
date hereof. Each share of Common Stock is entitled to one vote each and each
share of Series B Preferred Stock is entitled to the number of votes equal to
the number of shares of Common Stock into which it could then be converted. As
of the date hereof, each share of Series B Preferred Stock is convertible into
approximately 2.03 shares of Common Stock.


 RIGHTS TO DESIGNATE DIRECTORS AND PARENT DESIGNEES

     The information contained herein concerning Parent Designees (as described
below) has been furnished to the Company by Parent and its designees.
Accordingly, the Company assumes no responsibility for the accuracy or
completeness of this information.

     The Merger Agreement provides that, promptly upon the purchase of and
payment for Shares by the Purchaser pursuant to the Offer, Parent will be
entitled to designate such number of directors (the "Parent Designees") on the
Board, rounded up to the next whole number, as is equal to the product obtained
by multiplying the total number of directors on the Board by the percentage
that the number of Shares so purchased and paid for bears to the total number
of Shares then outstanding.

     The Merger Agreement provides that the Company will, upon request of the
Purchaser, promptly increase the size of the Board or obtain the resignations
of such number of directors as is necessary to enable the Parent Designees to
be elected to the Board and, subject to Section 14(f) of the Exchange Act and
Rule 14f-1 promulgated thereunder, will cause the Parent Designees to be so
elected.

     Notwithstanding the foregoing, if Shares are purchased pursuant to the
Offer, there will be, until the Effective Time, at least one member of the
Board who was a director on the date of the Merger Agreement.

     The Parent Designees will be selected by Parent from among the individuals
listed below. Each of the following individuals has consented to serve as a
director of the Company if appointed or elected. None of the Parent Designees
currently is a director of, or holds any positions with, the Company. Parent
has advised the Company that, to the best of Parent's knowledge, except as set
forth below, none of the Parent Designees or any of their affiliates
beneficially owns any equity securities or rights to acquire any such
securities of the Company, nor has any such person been involved in any
transaction with the Company or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Commission other than with respect to transactions between
Parent and the Company that have been described in the Schedule TO or the
Statement.


                                      A-2
<PAGE>

     The name, age, present principal occupation or employment and five-year
employment history of each of the individuals who may be selected as Parent
Designees are set forth below. Unless otherwise noted, the business address of
each person listed below is One Symbol Plaza, Holtsville, New York 11742,
telephone (631) 738-2400.




<TABLE>
<CAPTION>
                                        PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                             POSITIONS HELD DURING THE PAST FIVE YEARS
------------------------   ---------------------------------------------------------------------
<S>                        <C>
Richard Bravman, 46        Vice Chairman of the Board of Directors and Chief Executive Officer
                           of Symbol Technologies, Inc. Senior Vice President and General
                           Manager of the Mobile and Wireless Systems Division of Symbol
                           Technologies, Inc., 1995 to 2001. President and Director of Symbol
                           Acquisition Corp.

Leonard H. Goldner, 54     Executive Vice President, General Counsel and Secretary of Symbol
                           Technologies, Inc., 1992 to present, and Director, Vice President,
                           Secretary and Assistant Treasurer of Symbol Acquisition Corp.

Kenneth V. Jaeggi, 56      Senior Vice President-Finance and Chief Financial Officer of Symbol
                           Technologies, Inc., 1997 to present.

Robert Korkuc, 39          Vice President, Chief Accounting Officer of Symbol Technologies,
                           Inc. and Vice President, Treasurer and Assistant Secretary of Symbol
                           Acquisition Corp. Held various finance and accounting positions at
                           Symbol Technologies, Inc. since 1990.

William Nuti, 38           President and Chief Operating Officer of Symbol Technologies, Inc.
                           since August, 2002. Senior Vice President at Cisco Systems, 1992 to
                           2002. The principal business of Cisco Systems is providing Internet
                           networking solutions.

Jerome Swartz, 61          Chairman of the Board of Directors, Chief Scientist and Director of
                           Symbol Technologies, Inc. Chief Executive Officer of Symbol
                           Technologies, Inc., 1985 to 2000.
</TABLE>



                                      A-3
<PAGE>

                            OWNERSHIP OF STOCK BY THE
                     PRINCIPAL STOCKHOLDERS AND MANAGEMENT

     The following table sets forth certain information as of August 12, 2002
as to shares of the Common Stock and Series B Preferred Stock beneficially
owned by: (i) each person who is known by the Company to own beneficially more
than 5% of the Common Stock and Series B Preferred Stock, (ii) each of the
Company's directors, (iii) each of the Company's Chief Executive Officer and
the other four most highly compensated executive officers and (iv) all current
directors and executive officers of the Company as a group. Ownership
information is based upon information furnished by the respective individuals
or entities, as the case may be.




<TABLE>
<CAPTION>
                                                                              AMOUNT AND
                                                                              NATURE OF
                                                                              BENEFICIAL
   TITLE OF CLASS           NAME AND ADDRESS OF BENEFICIAL OWNER (1)        OWNERSHIP (2)     PERCENT OF CLASS
--------------------   -------------------------------------------------   ---------------   -----------------
<S>                    <C>                                                 <C>               <C>
Common Stock           John Wood                                              447,126         4.29%
Common Stock           Llavanya Fernando (3)                                  805,125         7.43%
Common Stock           Dennis Kraft (4)                                        40,208            *
Common Stock           Scott Allan (5)                                         43,750            *
Common Stock           Matthew C. Graves (6)                                   50,520            *
Common Stock           Edward M. Kolasinski (7)                                45,000            *
Common Stock           U.S. Venture Partners                                1,090,361        10.47%
                        Attn: David Hesse
                        Curtis, Malett-Prevost, Colt & Mosle LLP
                        101 Park Ave.
                        New York, NY 10178-0061
Common Stock           Wilmot Living Trust (8)                                547,187         5.52%
                        13333 La Cuesta Drive
                        Los Altos, CA 94022
Common Stock           Crosspoint Venture Partners                          3,240,498        31.11%
                        2925 Woodside Road
                        Woodside, CA 94062
Common Stock           All directors and executive officers as a group      1,431,729         13.8%
                        (6 persons) (9)
Series B Preferred     Life Investors Insurance Company of America            352,942        95.63%
 Stock                  4333 Edgewood Road NE
                        Cedar Rapids, IA 52499
</TABLE>

----------
*     Less than 1%.

(1)   Unless otherwise indicated, the address for all persons is c/o @pos.com,
      Inc., 3051 North First Street, San Jose, California 95134.

(2)   The number and percentage of shares beneficially owned is determined in
      accordance with Rule 13d-3 under the Securities Exchange Act of 1934, and
      the information is not necessarily indicative of beneficial ownership for
      any other purpose. Under such rule, beneficial ownership includes any
      shares as to which the individual or entity has voting power or
      investment power and any shares that the individual or entity has the
      right to acquire within 60 days of August 12, 2002 through the exercise
      of any stock option or other right. Unless otherwise indicated in the
      footnotes, each person or entity has sole voting and investment power (or
      shares such powers with his or her spouse) with respect to the shares
      shown as beneficially owned.

(3)   Consists of 179,049 shares held by the Llavanya X. Fernando Trust for
      which Mr. Fernando has voting and investment control, 210,483 shares held
      by Mr. Fernando directly, and 415,593 shares subject to currently
      exercisable options or options exercisable within 60 days of August 12,
      2002.

(4)   Consists of 40,208 shares subject to currently exercisable options or
      options exercisable within 60 days of August 12, 2002.

(5)   Consists of 43,750 shares subject to currently exercisable options or
      options exercisable within 60 days of August 12, 2002.

(6)   Consists of 3,645 Shares subject to currently exercisable options or
      options exercisable within 60 days of August 12, 2002.

(7)   Consists of 45,000 shares subject to currently exercisable options or
      options exercisable within 60 days of August 12, 2002.

(8)   Includes 68,921 shares subject to currently available options or options
      exercisable within 60 days of August 12, 2002 granted to Robb Wilmot. Dr.
      Wilmot is a trustee of the Wilmot Living Trust, an adviser to the
      Company's Board of Directors, a former consultant to the Company and a
      former director.

(9)   Includes 595,071 shares subject to currently exercisable options or
      options exercisable within 60 days of August 12, 2002.


                                      A-4
<PAGE>

                               BOARD OF DIRECTORS


     Directors are elected by a plurality vote. At each annual meeting of
stockholders, five directors will be elected to serve until the next annual
meeting of stockholders and thereafter until their successors are elected and
qualified.

     The names of the Directors and certain biographical information about them
updated to the date hereof is set forth below:

     LLAVANYA FERNANDO, (50), has served as Chairman of the Board of Directors,
Chief Technical Officer since January 2002 and Chief Executive Officer from
January 2001 to January 2002, as Chief Technology Officer since April 1998, as
Chief Operating Officer from January 2000 to January 2001, and Vice President
of Engineering from December 1995 to April 1998. Prior to joining the Company,
Mr. Fernando served as Vice President of Research and Development at Inforite
Corporation, a hand held device company, from May 1995 to November 1995. From
March 1993 until May 1995, Mr. Fernando held the position of Strategic Business
Development Manager at Wyse Technology, a terminal peripherals manufacturing
company. Mr. Fernando received B.S. and M.S. degrees in the field of
Electronics and Systems Engineering from the University of Reading in the
United Kingdom.

     MATTHEW C. GRAVES (45), has served as a member of the Board of Directors
since January 2001. He has served as Vice President -- Mergers & Acquisitions at
Commerce One, a market place solutions company, since October 2000. Prior to
joining Commerce One, Mr. Graves served as Senior Vice President of Business
Development at Biztro, Inc. from March 2000 to October 2000. From November 1999
to March 2000, Mr. Graves served as President and director of Allstate Bank.
From January 1997 to October 1999, Mr. Graves served as Senior Vice President
of Payments Strategies at Wells Fargo Bank, N.A. From October 1989 to January
1997, Mr. Graves served as President at FirsTech, Inc., a payment solutions
company. Mr. Graves received a B.S. in Accountancy from Northern Illinois
University and an M.B.A. from the University of Illinois.

     EDWARD M. KOLASINSKI (43), has served as a director of the Company since
October 2000. Mr. Kolasinksi has served as Vice President, Finance and Chief
Financial Officer of Welch Allyn Protocol, Inc., a medical equipment company
and a wholly owned subsidiary of Welch Allyn, Inc., since August 2000, the
time Welch Allyn, Inc. acquired Protocol Systems, Inc. From September 1999 to
July 2000, Mr. Kolasinski served as Vice President, Finance, Chief Financial
Officer and Treasurer of Protocol Systems, Inc., a medical equipment company.
From July 1996 to August 1999, Mr. Kolasinski served as President of Pryon
Corporation, a medical equipment company, after its acquisition by Protocol
Systems, Inc. in July 1996. From 1990 to July 1996, Mr. Kolasinski served as
Vice President, Finance and Chief Financial Officer of Pryon Corporation. Mr.
Kolasinski received a B.S. in Business Administration from the University of
Wisconsin.

     JOHN WOOD (38), has served as President, Chief Executive Officer and
Chairman of the Board since January 2002. In 1983, Mr. Wood founded the
Australian-based company, Keycrop. At Keycorp, he was the Chief Executive
Officer until the end of 1999 when he relocated to the United States. Mr. Wood
was awarded Australia's Young Businessman in 1992. He is currently Chair of
Multos Consortium for smart card standards, a non-executive Vice Chairman of
Keycorp and Governor of the Medical Foundation of the University of Sydney.

     JAMES DORRIAN (48), has served as a member of the Board of Directors since
October 2001. He was appointed to the Board of Directors pursuant to the
Company's Merger Agreement and Plan of Reorganization with Crossvue, Inc. He
has served as General Partner of Crossvue Ventures Partners, a private equity
investment company, since August 1998. Mr. Dorrian served as Chairman, Chief
Executive Officer, and Co-Founder of Arbor Software from March 1991 to July
1998. Prior to March 1991, Mr. Dorrian served as the President of Solutions
Technology, Inc., a software consulting firm specializing in financial software
systems development. Mr. Dorrian received a B.A. in Economics from Indiana
University.


 DIRECTOR COMPENSATION

     Other than as set forth below, the Company has not paid any annual
retainer, per-meeting fee, or any other compensation to any director or former
director, aside from fees payable to such directors for their services as
officers or employees of the Company.


                                      A-5
<PAGE>

     On January 26, 2001, Matthew C. Graves received options to purchase 100,000
shares of Common Stock at an exercise price of $0.2656 per share. These options
have a four year vesting period, with 25% of such options vesting after 1 year
and pro rata vesting on a monthly basis thereafter. All these options will vest
upon the consummation of the Merger.

     On May 8, 2001, Mr. Graves received options to purchase an additional
25,000 shares of Common Stock at an exercise price of $0.30 per share, vesting
ratably over a 48-month period. All these options will vest upon the
consummation of the Merger.

     On August 28, 2001 Edward M. Kolasinski received options to purchase 90,000
shares of Common Stock at an exercise price of $0.68 per share. These options
have a four year vesting period, with 25% of such options vesting after 1 year
and pro rata vesting on a monthly basis thereafter. All these options will vest
upon the consummation of the Merger.


 BOARD MEETINGS

     The Board of Directors held 10 meetings during the fiscal year ended June
30, 2001. In addition, the Board of Directors approved certain matters by
unanimous written consent without a meeting.


 BOARD COMMITTEES

     The Board of Directors has established a Compensation Committee and an
Audit Committee.

     The current members of the Compensation Committee are Matthew Graves and
Edward Kolasinksi. The Compensation Committee held one meeting during the
fiscal year ended June 30, 2001. The Compensation Committee's functions are to
determine annual cash compensation of officers, and to deal with issues
relating to stock options and other incentive compensation.

     The current members of the Audit Committee are Matthew Graves and Edward
Kolasinski. The Audit Committee held two meetings during the fiscal year ended
June 30, 2001. The Audit Committee's functions are to review and monitor the
corporate financial reporting and the internal and external audits of the
Company.


 REPORT ON THE AUDIT COMMITTEE

     As of the date hereof, the Audit Committee Report that follows shall not be
deemed to be incorporated by reference into any filing made by the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934,
notwithstanding any general statement contained in any such filing incorporating
this proxy statement by reference, except to the extent the Company incorporates
such report by specific reference.

     The Audit Committee of the Board of Directors is currently composed of one
independent director and operates under a written charter adopted by the Board
of Directors, a copy of which is attached to the Company's Proxy Statement
filed with the Commission on October 29, 2001.

     Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent accountants are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and to issue a report thereon. This Committee's responsibility is to monitor
and oversee these processes.

     In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee has
reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

     The Company's independent accountants also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and


                                      A-6
<PAGE>
the Committee discussed with the independent accountants that firm's
independence. In so doing, the Committee considered whether the provision of
non-audit services to the Company was compatible with maintaining their
independence. The Committee also reviewed the amount of fees paid to Arthur
Andersen for both audit and non-audit services.

     Based upon the Committee's discussion with management and the independent
accountants and its review of the representation of management and the report
of the independent accountants, the Committee recommended that the Board of
Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2001 filed
with the SEC.


                               EXECUTIVE OFFICERS

     As of the date hereof, the executive officers of the Company include
Llavanya Fernando and John Wood about whom information is provided above, and
the following persons:

     DENNIS KRAFT (46) has served as the Vice President, Sales since April
2002, and as Vice President of Business Development from April 2001 to October
2001. Prior to joining the Company, Mr. Kraft served as Vice President, Sales
for InfoSpace, an internet services company, from March 1998 to March 2001.
From March 1997 to March 1998, Mr. Kraft served as Senior Vice President, Sales
for SunTech Processing Systems, an ATM software company. From February 1989 to
March 1997, Mr. Kraft has served as Senior Vice President of Sales for First
USA Paymentech, a card processing company. Mr. Kraft received a B.A. in
Marketing from Ohio State University.

     SCOTT ALLAN (37), has serviced as the Vice President of Business
Development for @pos since October 2002. Previously, he held the positions of
Co-Founder, Chief Operating Officer, Executive Vice President of Business
Development and Vice President of Marketing Alliance Management for Crossvue.
During April 1998 to January 2000, Mr. Allan was the Director of Product
Marketing and then promoted to Vice President Product Marketing for @pos. He
also held positions at Price WaterhouseCoopers, Communication Intelligence
Corporation, and CAD Microsystems. Mr. Allan received a B.S. in mechanical
engineering from University of California, Berkeley and M.B.A. from J.L.
Kellogg Graduate School of Management, Northwestern University.

     There are no family relationships among any of the executive officers.


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires directors
and executive officers of the Company and persons who own more than ten percent
of the Common Stock to file reports of ownership andchanges in ownership of
Common Stock with the Securities and Exchange Commission. These persons are
also required to furnish to the Company copies of all such reports.

     To the Company's knowledge, based solely on its review of the copies of
such reports received by the Company, and written representations from certain
reporting persons, directors and executive officers of the Company and all
other reporting persons complied with all applicable filing requirements.


                                      A-7
<PAGE>

                            EXECUTIVE COMPENSATION


 COMPENSATION OF EXECUTIVE OFFICERS

     The following table summarizes all compensation paid to the Company's
former Acting Chief Executive Officer, former Chief Executive Officer and each
of the Company's other four most highly compensated executive officers whose
annual compensation exceeded $100,000 for services rendered in all capacities
to the Company for the fiscal years ended June 30, 2002, 2001, 2000 and 1999.


                          SUMMARY COMPENSATION TABLE





<TABLE>
<CAPTION>
                                                                                         LONG TERM
                                                                                        COMPENSATION
                                                        ANNUAL COMPENSATION                AWARDS
                                             ----------------------------------------- -------------
                                                                                         SECURITIES
                                                                                         UNDERLYING
     NAME AND PRINCIPAL POSITION       YEAR        SALARY ($)            BONUS ($)      OPTIONS (#)
------------------------------------- ------       ----------            ---------     -------------
<S>                                   <C>    <C>                    <C>                <C>
Llavanya Fernando                      2002            200,000                 37,500             --
 Chairman of the Board, and Chief      2001            200,000                 30,000        431,616
 Technology Officer; Former Chief      2000            190,053                 38,131        256,824
 Operating Officer                     1999            173,400                 30,000         17,500

Gary Rummelhoff                        2002            111,247                     --             --
 Former Chief Financial Officer and    2001            158,000                 48,240         47,500
 Secretary                             2000             53,882                  5,000        100,000

James Boyer                            2002            101,531                     --             --
 Vice President of Operations          2001            164,369                  3,750        160,000

Dennis Kraft                           2002            156,925                     --             --
 Vice President of Sales,              2001             44,577                     --        110,000
 Former Vice President of Business
 Development

Michael Dorsey (1)                     2001             71,483                  5,643        255,000
 Former Acting Chief Executive         2000             16,410                     --
 Officer

Aziz Valliani (2)                      2001                 --                 75,469        160,000
 Former Director and Former            2000            155,729                101,200         30,000
 President and Chief Executive         1999            287,500                 95,000
 Officer

Scott Allan,                           2002            120,253                     --         100,00
 Vice President of Business
 Development

John Wood,                             2002            102,059 (3)             34,000 (4)     765,00
 Chief Executive Officer and
 President
</TABLE>

----------
(1)   Mr. Dorsey served as our Acting Chief Executive Officer from May 24, 2000
      until December 4, 2000.

(2)   Mr. Valliani served as a Director and as our President and Chief
      Executive Officer from January 2, 1996 until January 17, 2000.

(3)   51,030 of this amount was paid in stock.

(4)   This amount was paid in stock as a signing bonus.


                                      A-8
<PAGE>

     The following tables set forth certain information for the fiscal year
ended June 30, 2002 with respect to stock options granted to and exercised by
the individuals named in the Summary Compensation Table above.


                       OPTION GRANTS IN FISCAL YEAR 2002




<TABLE>
<CAPTION>
                                                                              POTENTIAL REALIZABLE VALUE AT
                                                                              ASSUMED ANNUAL RATES OF STOCK
                                                                              PRICE APPRECIATION FOR OPTION
                                    INDIVIDUAL GRANTS                                     TERM ($)
               ------------------------------------------------------------   -----------------------------
                    NUMBER            % OF
                OF SECURITIES     TOTAL OPTIONS
                  UNDERLYING       GRANTED TO       EXERCISE
                   OPTIONS        EMPLOYEES IN       PRICE       EXPIRATION
    NAME           GRANTED         FISCAL YEAR     ($/SHARE)        DATE            5%              10%
------------   ---------------   --------------   -----------   -----------   -------------   -------------
<S>            <C>               <C>              <C>           <C>           <C>             <C>
John Wood           765,000(1)            61.8%        0.320     1/22/2012         153,952        390,148

Scott Allan         100,000(2)            8.08%         0.42     9/25/2011          26,413         66,937
</TABLE>

----------
(1)   These options have a 10-year term and vest 30% on the first full year of
      employment and 1/36 monthly thereafter subject to 50% acceleration of
      unvested shares upon the consummation of the Merger.

(2)   These options have a 10-year term and vest at the rate of 25% per year
      over a 4-year period.


The 5% and 10% assumed rates of appreciation are suggested by the rules of the
Securities and Exchange Commission and do not represent the Company's estimate
or projection of the future price of its Common Stock. There can be no
assurance that any of the values reflected in the table will be achieved.


 EMPLOYMENT AGREEMENT

     On September 21, 2001, the Company and Llavanya Fernando entered into an
Executive Employment Agreement, which established a termination and severance
agreement for Mr. Fernando. Per the Agreement, the Company may terminate Mr.
Fernando without cause upon not less than thirty (30) days notice. Upon
termination of employment without cause, Mr. Fernando shall receive from the
Company: his base salary for a period of one (1) year, any bonuses earned by him
that have not been paid as of the date of termination, continued medical
insurance coverage for a period of one (1) year, and assistance in job placement
up to $20,000. If terminated prior to May 8, 2002, stock options in the amount
of 107,904 shall immediately vest and Mr. Fernando shall have the right to
exercise such options up to twelve (12) months from the date of his termination.


 REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     The Compensation Committee of the Board of Directors (the "Committee")
consists entirely of outside, non-employee directors. The Committee oversees
the design of and regularly reviews the Company's executive compensation
programs. The Committee believes compensation should vary on the basis of
performance, should be aligned to comparable peer groups, and should ultimately
be driven by the short- and long-term interests of stockholders. In determining
the compensation payable to the Company's executive officers, the Committee
seeks to implement the following policies through a combination of fixed and
variable compensation. These policies were developed with the assistance of
outside compensation consultants.


 COMPENSATION POLICIES

     Executives will be rewarded for the achievement of financial and
individual results.

     As executives assume greater responsibilities, their total compensation
packages will be subject to greater risk, based upon the financial performance
of the Company.

     Stockholder value creation must be an important link in the design of the
executive compensation package.

                                      A-9
<PAGE>

     The various components of the executive compensation package must attract,
retain and motivate key executives and aid in maintaining an entrepreneurial
spirit by members of the management team.

     Generally, base compensation will be aligned to median base compensation
levels for positions of similar scope at comparable organizations.

     Variable cash awards will be used to align compensation with short-term
business objectives. Exceeding these objectives will increase the amount of the
awards.

     Equity instruments (primarily stock options) will be used to align a
significant portion of total compensation with the Company's long-term strategy
of continued stockholder value creation.


 ELEMENTS OF 2001 TOTAL COMPENSATION

     Base Compensation. Each executive officer's salary is reviewed each year
and adjusted as appropriate based on Company performance, individual
performance, the scope and responsibilities of the executive's position, and
the base salaries paid by peer companies to employees in comparable positions.


 CEO COMPENSATION

     As of the date hereof, John Wood is the President and Chief Executive
Officer of the Company. Under Mr. Woods employment agreement, he receives a base
salary of $200,000 per year which is paid in semi-monthly installments. For his
first full year of employment, he was eligible to receive a performance bonus of
seventy thousand dollars ($70,000) and he received the bonus in August 2002. Mr.
Wood was granted options to purchase seven hundred sixty five thousand (765,000)
shares of the Company's common stock. The options vest over a four (4) year
period. Upon completion of his first full year of employment, two hundred twenty
eight thousand and seven hundred fifty (228,750) options to purchase the
Company's common stock will vest. Thereafter the remaining options will vest
monthly at a rate of 1/36th per month. In the event of a change of control of
the Company, one hundred percent (100%) of his outstanding unvested options
shall vest immediately. If his employment is terminated without cause, the
Company shall pay Mr. Wood a severance package of two (2) months of his annual
base salary, in addition to one (1) month's salary for each full year he worked
for the Company; however, Mr. Wood's maximum severance payout shall not exceed
six (6) months of his annual base salary. Mr. Wood also receives a one thousand
dollar ($1,000) per month car allowance.

                                      A-10

</TEXT>
</DOCUMENT>
</SUBMISSION>
