Disposal

InterX PLC
26 April 2002



FOR IMMEDIATE RELEASE     26 April 2002


                                   INTERX PLC

Proposed sale of the business, certain assets and the intellectual property of
InterX Technology Limited, and certain assets of InterX plc, grant of option
(together the 'Transaction') and Board changes

Further to the announcement of 17 April 2002, the Board of InterX plc ('InterX'
or the 'Company') announces details of the proposed sale of the business,
certain assets and the intellectual property of InterX Technology Limited
('ITL') and certain assets of InterX, grant of options and Board changes.


  • Sale of the business, certain assets and the intellectual property of ITL
    and certain other assets of InterX to The Innovation Group plc for £1.3m in
    cash

  • Deferred consideration of £4m

  • Variable deferred consideration of up to £3m

  • Successful negotiation of an agreement with the landlord of InterX's head
    office

  • Irrevocables to approve the Transaction received in respect of 50.89 per
    cent. of the existing issued ordinary share capital

  • Suspension of InterX shares from the Official List of the UK Listing
    Authority and from trading on the London Stock Exchange upon completion of
    the Transaction at the Extraordinary General Meeting

  • Intention to move to AIM

  • Board changes

Richard Jewson, Chairman of InterX, commented:

'Completion of this transaction is a necessary step towards returning value to
shareholders. I would like to take this opportunity to thank all those staff who
have worked hard to develop the ITL business in difficult circumstances and I
wish them every success in the future.

'The board of InterX will now focus on maximising the value of its remaining
investments.'

This summary should be read in conjunction with the detailed announcement which
follows.

For further information, please contact:

Simon Barker / Simon Miesegaes                            020 8817 4000

InterX

Colin La Fontaine Jackson                                 020 7767 1000

ING Barings



Extract from the Circular:

Dear Shareholders

 Proposed Sale of the Business, certain assets and the Intellectual Property of
InterX Technology Limited and certain assets of InterX plc, Grant of Option and
                                 Board Changes


 1. Introduction

The Board announced on 17 April 2002 that InterX and its internet software
subsidiary, ITL, have reached agreement for the sale to TiG of the Business and
the Intellectual Property, including the BladeRunner, Net2020 and Wrapper
software. Certain other assets, required for the trading business of ITL to be
acquired by TiG as a going concern, are also to be sold to TiG by InterX and ITL
with the relevant staff being transferred from ITL to TiG in accordance with
TUPE Regulations. In addition, InterX and TiG will enter into an Option
Agreement pursuant to which InterX will grant TiG an option to subscribe for
1,500,000 new InterX ordinary shares.

In accordance with the requirements of the Listing Rules, the Transaction is
conditional upon Shareholder approval. Accordingly, the Circular is today being
sent to all Shareholders in order to provide Shareholders with information
regarding the Transaction and to seek their approval for the Transaction at the
Extraordinary General Meeting convened by the notice set out at the end of the
Circular.

2. Background to and reasons for the Transaction

InterX acquired 33 per cent. of ITL in February 1997 and increased its
shareholding to 38 per cent. (fully diluted) in January 2000. On 6 April 2000,
InterX completed the acquisition of the remaining 62 per cent. (fully diluted)
of ITL, with the intention of maximising the commercial potential of ITL's web
application technology, known as BladeRunner. This acquisition came about as a
result of a long-standing relationship between InterX and ITL, dating back to
1995 when InterX was a customer of ITL's.

During the months following April 2000, despite some early success in winning
customers, ITL failed to meet stated customer acquisition, partner acquisition
and internal revenue targets. A strategic review was undertaken in February
2001, which resulted in ITL ceasing to sell BladeRunner as a product and
focusing on the use of this proprietary software as a development platform for a
new range of enterprise software products. These products were intended to be
better suited to the prevailing market conditions.

In June 2001, ITL launched a new software product, Net2020, which had been
developed on the BladeRunner platform. Net2020 is a single view portal product
allowing companies to unify their legacy web infrastructure into a single
'virtual' web system while re-using and re-purposing all of their existing
online systems. While the launch of Net2020 led to an encouraging increase in
active interest from both prospective customers and industry analysts, there has
remained a continued lack of commercial success in converting this interest into
firm sales orders. The Board has concluded that the continued inability to
convert these prospects into sales is primarily a result of:


  • the increasing trend for companies to purchase enterprise software from
    global market leaders; and

  • fundamental concern amongst InterX's potential customers as to InterX's
    financial viability and the consequent damage to InterX's credibility.

Thus, ITL, since 30 June 2001, has not generated sufficient revenue to cover the
very significant operating costs incurred in order to support the significant
anticipated growth in its business. Accordingly, whilst the Board has taken
action to reduce the level of operating costs, the Group has continued to report
significant operating losses.

The Board has therefore concluded that the sale of ITL's Business, certain
assets and Intellectual Property and certain assets of InterX to an established
technology company with proven routes to market is in the best interests of
Shareholders, particularly as the terms of the Sale Agreement also allow for
InterX to benefit from future revenues generated by the Intellectual Property
over the next two years.

The Sale will also considerably reduce the Group's monthly working capital
requirements.

3. Principal Terms and Conditions of the Transaction

Pursuant to the Sale Agreement, InterX and ITL have conditionally agreed to sell
the Business, certain assets and the Intellectual Property to TiG on the
following principal terms and conditions:


  • a total initial consideration of £1,305,275 payable to the Group in cash
    on Completion;

  • deferred consideration (payable in any event) of £4 million, payable to
    ITL in equal instalments on 1 April 2003, 1 October 2003, 1 April 2004 and 1
    October 2004;

  • variable deferred consideration of up to an aggregate total of £3 million
    payable to ITL on 1 October 2003 and 1 October 2004 based on multiples of
    software licence sales in the years ending on 16 April 2003 and 16 April
    2004;

  • TiG will have sole discretion as to whether the deferred consideration
    (being the deferred consideration and the variable deferred consideration)
    is paid in cash or by issuing such number of TiG ordinary shares as shall,
    when valued at their average closing price over the 10 dealing days ending
    on the business day before the relevant payment date, equal the amount of
    the deferred consideration; and

  • TiG will have the ability to offset any warranty and/or indemnity claims
    it may have against the deferred consideration.

ITL, which is part of the Continuing Group, will retain liability for all of its
creditors and other obligations and liabilities arising from or attributable to
the carrying on of the Business up to Completion together with the burden of any
IT contracts and customer contracts which are not acquired by TiG.

InterX and TiG will enter into an Option Agreement whereby InterX shall, in
consideration of £100 from TiG, issue TiG with an option to acquire 1,500,000
new InterX ordinary shares of 5p each at an exercise price of 6p per share
(£90,000 in aggregate) and exercisable up to and including 30 June 2004. TiG may
acquire these shares for cash or by the issue of the appropriate number of TiG
ordinary shares having a market value equal to £90,000.

TiG will have the right to appoint a non-executive director to the board of
InterX until 30 June 2004 and, in the event that TiG exercises its option over
InterX shares, provided TiG retains in excess of 3 per cent. of the entire
issued share capital of InterX for the time being, such appointment shall
continue until such time as the parties agree. Any person so appointed as a
non-executive director must be a person acceptable to the UK Listing Authority
in accordance with the Listing Rules.

InterX and TiG will enter into a Licence to Occupy whereby InterX will grant TiG
the right to occupy the fifth floor of the Property for the period commencing on
Completion and expiring on 31 July 2002. TiG will pay InterX a service fee of
£22,854 per calendar month (exclusive of VAT) together with any increase to
various other specified property costs incurred arising by virtue of TiG's
occupation.

Completion is expected to occur on 20 May 2002 and is conditional, inter alia,
on:


     a. Shareholder approval; and

     b. there having been no material breach by InterX or ITL of the warranties,
        any term of the Sale Agreement or the Agency Agreement.

A more detailed summary of the principal terms and conditions of the Transaction
is set out in Part 3 of the Circular.

4. Use of disposal proceeds

The initial consideration of £1,305,275, before Transaction costs, will be
payable as follows:


  • £300,000 payable in cash by TiG to InterX; and

  • £1,005,275 payable in cash by TiG to ITL.

Additional deferred consideration of up to £7 million, of which £4 million is
guaranteed, will be payable to ITL.

InterX estimates that it will incur professional fees in relation to the
Transaction and other matters of approximately £482,000. Additionally, InterX
estimates that ITL will incur professional fees in relation to the Transaction
and other matters of approximately £293,000. Accordingly, the total net initial
consideration receivable by InterX and ITL combined is expected to be
approximately £530,275.

The net initial consideration payable to ITL is to be used to pay a proportion
of the creditors in ITL, together with the salary costs incurred in the period
up to Completion in respect of those employees who will be transferred under
TUPE Regulations to TiG at Completion. The Board expects there to be a balance
of net initial consideration, following payment of these costs and settlement of
creditors, of approximately £160,000, which is expected to be paid up by ITL to
InterX. This money in turn will be used for the provision of working capital to
the Continuing Group.

In respect of the deferred consideration, subject to the terms of the debenture
and guarantee in favour of Possfund Custodian Trustee Limited (see Leases of the
Property section below for more details), it is currently intended that this
will also be used for the provision of working capital to the Continuing Group
and potentially also the Diligenti Group.

5. Financial effects of the Transaction

InterX's profit and loss accounts for the 11 months ended 30 June 2001 and the 3
months and 9 months ended 31 March 2002 are disclosed in Part 4 of the Circular.
The revenues disclosed of £5.6 million for the 11 months ended 30 June 2001 and
£1.0 million for the 3 months and 9 months ended 31 March 2002 are all
attributable to the Business.

As at 30 June 2001, the net assets the subject of the Transaction were valued at
£41,710, although goodwill attributable to ITL was valued at £153 million.
Revenues and net losses attributable to these net assets in the 11 months ended
30 June 2001 were £5.8 million and £25.3 million respectively.

InterX's unaudited balance sheet as at 31 March 2002 is disclosed in Part 4 of
the Circular. The effect of the Transaction is such that the net assets of the
Group will remain largely unchanged reflecting:


  • the write-off of £4.5 million of goodwill associated with the Intellectual
    Property;

  • the receipt of consideration totalling £5.3 million, being £1.3 million in
    the form of cash and £4 million in the form of debtors due in respect of the
    deferred consideration (payable in any event). The variable deferred
    consideration, which itself is not guaranteed, will be accounted for as and
    when it is received from TiG; and

  • professional fees of some £775,000 incurred as part of the Transaction and
    other matters.

Following the Transaction, there will be a significant reduction in wage costs,
reflecting the transfer of approximately 40 employees to TiG. In addition, the
employment of certain employees of ITL (whose employment is not intended to
transfer to TiG) was transferred to InterX prior to the signing of the Sale
Agreement. Following Completion, ITL will not have any trade and accordingly
will simply be a vehicle for receipt of the deferred consideration as and when
it is paid by TiG.

6. Continuing business of the Continuing Group and Prospects

Following Completion and the payment of professional fees in relation to the
Transaction and other matters and outstanding ITL liabilities, the principal
assets of the Continuing Group will be:


  • cash reserves;

  • a 34 per cent. shareholding in Diligenti and a £16 million loan to
    Diligenti (together with £2 million accrued interest), which is secured by a
    mortgage debenture providing fixed and floating charges over Diligenti's
    assets;

  • a 12.5 per cent. shareholding in ComputerWeekly.com;

  • £5.4 million rent deposits against the 17 year leases of the Property; and

  • future value through its subsidiary, ITL, in the form of deferred
    consideration from the Sale.

Following Completion and the payment of professional fees in relation to the
Transaction and other matters and outstanding ITL liabilities, the principal
anticipated future liabilities of the Continuing Group will be:


  • the 17 year leases of the Property expiring in June 2017, incurring a
    quarterly charge of £471,000;

  • the 15 year leases of offices in Oxford Street, London expiring in
    September 2014, incurring a quarterly charge of £133,000. These leases are
    currently subject to back to back sub-leases, which the tenant, Reed
    Business Information Limited, may terminate on 6 months' notice;

  • other operating costs of approximately £135,000 per month, of which
    approximately £50,000 relates to wage costs and £85,000 relates to rates and
    other overheads; and

  • trading creditors and accruals of InterX.

Prospects

The Board believes the Continuing Group has the executive management and time to
focus primarily on the Continuing Group's investment in Diligenti and,
indirectly, in Exemplar. The Board will consider the most efficient route to
secure value for Shareholders and this will take into account whether or not
InterX should exercise its option to take its shareholding in Diligenti to
approximately 95 per cent. The Board believes that approval of the exercise of
this option will need to be voted on separately by Shareholders.

During the remainder of the current financial year the Board does not anticipate
being in a position to realise any increased value in relation to its investment
in Diligenti, and therefore Exemplar, which it views as the eventual vehicle for
returning value to Shareholders.

However, if the Board does not believe that exercising the option in relation to
Diligenti is in the best interests of Shareholders, it is the Board's intention
to liquidate the assets of the Continuing Group in such a way as to maximise
Shareholder value.

Leases of the Property

InterX is focused on exiting the leases of the Property, at the first available
opportunity, to both minimise future operating costs and release the amounts
held by Possfund Custodian Trustees Limited (the 'Landlord') as rent deposits.

InterX and the Landlord will enter into an agreement varying the arrangements
concerning the leases of the Property immediately upon receipt of a court order
pursuant to the Landlord and Tenant Act 1954. Pursuant to the terms of the
agreement with the Landlord, which is conditional on Completion occurring,
InterX will cease to pay rent to the Landlord for the period from 25 March 2002
up to and including 23 June 2003 and the Landlord will recover the rent payable
on the March 2002, June 2002, September 2002, December 2002 and March 2003
quarter days and certain other permitted sums from the £5.4 million rent deposit
accounts. On 24 June 2003 InterX will be obliged to replenish the Landlord's
rent deposits to take them back to a sum of £5.4 million in addition to paying
the quarterly rental charge of £450,000 (exclusive of VAT). In connection with
these arrangements ITL will, also enter into a debenture and guarantee in
respect of the deferred consideration due under the Sale Agreement and received
by it pursuant to which it will guarantee InterX's obligation to replenish the
Landlord's rent deposits.

Diligenti

Diligenti was set up in July 2000 with the intention of providing the global
life-sciences industry with a new approach to communicating with patient,
consumer and professional audiences. First round funding of £20 million, in the
form of £4 million equity and a £16 million loan, was provided by InterX in July
2000 and a second round funding of £10 million, in the form of equity, was
provided by Simon Barker, James Becher-Wickes and Kevin Harper in December 2000.
However, the lack of appetite of potential investors resulted in a third round
funding, required to repay the InterX loan and for working capital, failing to
be completed successfully in the last quarter of 2001.

As a result of this failure to raise further funding in 2001, Diligenti was
unable to repay the InterX loan and accrued interest amounting to £18 million on
the due date, 31 December 2001, and therefore is now in breach of the terms of
the InterX loan. InterX has been negotiating with Diligenti on how best to
resolve this situation, taking into account InterX's 34 per cent. shareholding
and its mortgage debenture providing fixed and floating charges over Diligenti's
assets. As a result of these discussions, Diligenti completed the following
actions during the first three months of 2002:


  • the trading activities of the Diligenti Group in the US, UK and France
    were closed down, with the exception of Exemplar;

  • a professional firm of insolvency practitioners was appointed by Diligenti
    with the intention of conducting a company voluntary arrangement ('CVA').
    Proposals for a CVA were sent to creditors and members on 28 February 2002
    and these proposals were approved by creditors and members on 11 March 2002.
    InterX has supported the CVA proposals on the basis that a number of
    restructuring actions are undertaken by the Diligenti Group. These include:

      • a fund raising by Diligenti of approximately US$1.3 million to provide
        funds for the CVA and for subsidiary businesses to conclude their
        winding-up; and

      • the majority of Diligenti shareholders entering into agreements with
        InterX, whereby InterX is granted an option to acquire their shares for
        a nominal consideration, subject to certain conditions precedent in
        relation to the raising and use of the US$1.3 million of funds mentioned
        above. If exercised, InterX would hold approximately 95 per cent. of the
        shares in Diligenti.

In order to ensure the funding of the CVA and the completion of the
restructuring actions, Diligenti has entered into a commitment, pursuant to
which it will, in the absence of funds from an alternative source, sell certain
of its convertible loans to Exemplar to a third party for US$1.1 million. If
this route it taken, Diligenti may see its shareholding diluted to the extent
that it no longer holds in excess of 50 per cent. of the issued share capital of
Exemplar. In addition, a subsidiary of Diligenti, ClinNet LLC, currently intends
to sell certain of its assets to Exemplar for US$200,000.

Following completion of the events described above, Diligenti will not carry on
any trade other than the management of its remaining trading subsidiary,
Exemplar. InterX believes that the remaining assets of the Diligenti Group,
being its 59 per cent. equity holding in Exemplar and loans to Exemplar
totalling US$10.3 million, offer InterX's Shareholders potential value in the
future, subject to the successful completion of the CVA and further fund
raisings by Exemplar totalling approximately US$4 million for working capital
purposes.

Exemplar

Exemplar, a Pink Sheets quoted company (symbol: HCEV), is a provider of
occupational health information and screening services in the United States.
Exemplar's management estimate that the United States domestic market for
occupational health information and data management, worksite screening and
consulting programmes is well over US$30 billion annually.

The company has developed Veracity, a software programme designed to gather,
maintain, analyse and report data concerning a customer's employees covered by
some or all of the company's health screening programmes. Using Veracity, the
company's customers can access, via the Internet, data about their employees
(test results, availability to work, health screening history, etc.), receive
reports or schedule appointments for physical examinations and other services.
All of this information is supported by data gathered through the company's
clinic network and its programme management and health screening services.
Moreover, employers who choose not to use the company's health screening
services may obtain the Web-based reporting and analysis benefits of Veracity by
arranging for their provider of these services (whether performed in-house or by
a third party) to transmit data to the company for compilation in Veracity.

Since its formation, Exemplar has established coverage for its clinic management
programme and specimen collection services in the USA. By being able to offer
this coverage and service for its customers, Exemplar is well placed in its
ability to standardise all of the customer's services, data and reports anywhere
in the United States. Exemplar is not aware of any individual competitor with
similar national service delivery capabilities. In addition, Exemplar has begun
incorporating certain features of Veracity into its internal operations,
resulting in improved customer service levels and lower overall costs.

Exemplar's wide geographical market presence allows it to offer a complete
portfolio of health management programmes, thereby maximising the impact of
'one-stop shopping'.

The broad array of information and health screening products and services
offered by Exemplar includes substance abuse testing, physical examination
results processing and reporting, worksite occupational health screening and
health management programmes, clinic network management, and industrial hygiene
and safety consulting.

The market in which Exemplar operates is fragmented, in that there are a number
of companies which compete with Exemplar within individual subsectors, e.g.
substance abuse, specimen collections, etc. Exemplar is one of only a few
companies which are able to provide services across all these subsectors.
Accordingly, it holds a strong position relative to its competitors. However,
relative to the entire occupational health market in the US, Exemplar's market
share is extremely small.

Exemplar is currently late in respect of the filings it is required to make in
its capacity as a Pink Sheets quoted company. The board of Exemplar anticipates
that these filings, including filings for the years ended 31 December 2000 and
31 December 2001 and for the 3 months ended 31 March 2002 will be filed, subject
to SEC comments, prior to 30 June 2002.

7. Working Capital

The Company is of the opinion that, taking into account the financing facilities
available to the Continuing Group and the net proceeds of the Transaction, the
Continuing Group has sufficient working capital for its present requirements,
that is for at least the next twelve months from the date of the Circular.

However, Shareholders should note that the Directors are of the opinion that,
following Completion, the Continuing Group will have sufficient working capital
to trade only until 24 June 2003 since it is on this date that there is an
obligation to replenish the Landlord's rent deposits, to take them back to the
sum of £5.4m. Currently the Board, in the absence of securing funds from
Diligenti, does not anticipate that the Continuing Group will have sufficient
funds to meet the obligation. It is the Directors' intention, over this period,
to maximise Shareholder value. Further information is given in paragraph 6 of
this Part 1 above.

8. Listing

Immediately upon the passing of the Resolutions, InterX will be suspended from
the Official List of the UK Listing Authority (the 'Official List') and from
trading on the London Stock Exchange owing to the Continuing Group no longer
retaining control of the majority of its trading assets and therefore being in
breach of rule 3.6 of the Listing Rules. As a result of this, the Board has
decided to apply for admission of InterX to the Alternative Investment Market of
the London Stock Exchange ('AiM').

In order to achieve a listing on AiM, certain conditions need to be fulfilled,
including the making of a statement by the Board that InterX firmly intends to
exercise its option over Diligenti shares and therefore take control of
Diligenti. While this is indeed the Board's current intention, before more
firmly committing the Company to this course of action, the Board must first
ensure, inter alia, that the working capital position of the Continuing Group
and the Diligenti Group is satisfactory. In addition, it should be noted that
the making of such a statement would constitute a reverse takeover pursuant to
the Listing Rules resulting in InterX being suspended from the Official List and
from trading on the London Stock Exchange.

The Board expects to be able to report at the EGM on its progress in applying
for admission to AiM. However, until such time as InterX is admitted to AiM or
otherwise de-listed from the Official List, its shares will remain suspended
following the earlier of the passing of the Resolutions or the commencement of a
reverse takeover.

9. Disapplication of pre emption rights

At the last Annual General Meeting held in 2001, a resolution was passed,
pursuant to Section 95 of the Companies Act 1985, empowering the Directors to
allot up to £87,498 nominal amount of equity securities for cash without first
being required to offer such shares to existing Shareholders. The £87,498
nominal amount of equity securities represented approximately 5% of the issued
share capital of the Company at that time. The Board wishes to ensure that,
following the execution of the Option Agreement (which relates to £75,000
nominal amount of equity securities), they continue to be empowered to allot up
to £87,498 nominal amount of equity securities for cash without first being
required to offer such shares to existing Shareholders in order to allow
fundraising flexibility. In consequence, Shareholders are requested to approve
the Second Resolution which, if passed, would authorise the Directors to allot
up to a further £75,000 nominal amount of equity securities, representing 4.3%
of the issued share capital of the Company as at 26 April 2002.

10. Board Changes

On Completion, Philip Sant, Chief Technology Officer, will resign from the
Board.

(David) Ian King, Chief Operating Officer, will resign from the Board with
effect from 30 June 2002.

Following the resignations of Philip Sant and (David) Ian King, there will be
two remaining executive Directors, namely Simon Barker and Simon Miesegaes.

The Board considers it appropriate, given its size and the reduced number of
executive Directors, that the Company should have two non-executive Directors
and accordingly, Mike Shinya has agreed to resign from the Board on Completion.

11. Change of Name

ITL will change its name upon Completion and under the terms of the Sale
Agreement InterX must change its name by 31 October 2002 to a name not
incorporating the word 'InterX' or the initials 'ITL'. It is intended that an
appropriate change of name of InterX will be proposed at the Company's next
annual general meeting.

12. Recommendation and Irrevocable Undertakings

Shareholders have previously been informed that, in the absence of the
successful assignment of the Property leases and/or the receipt of funds from
Diligenti, the Continuing Group has sufficient working capital to continue to
trade until the end of August 2002.

The Board has today successfully negotiated an agreement for the rental payments
due in relation to the Property on the 5 quarters from 25 March 2002 to 25 March
2003 (inclusive) to be funded from the rent deposit accounts on the basis that
the total amount taken from the rent deposit accounts will be replenished on 24
June 2003. Currently, the Board, in the absence of securing funds from
Diligenti, does not anticipate that the Continuing Group will have sufficient
funds to meet this obligation. In connection with these arrangements, ITL will
also enter into a debenture and guarantee in respect of the deferred
consideration due under the Sale Agreement pursuant to which it will guarantee
InterX's obligation to replenish the Landlord's rent deposit.

However, should the Transaction fail to complete, this alternative funding of
the Property rental payments would be revoked. In this scenario and in the
absence of the receipt of funds from Diligenti the Board believes that it would
have no other option than to sell the Company's two remaining material assets,
namely the investments in ComputerWeekly.com and Diligenti. Further, it is
highly likely that the Board would also need to seek administrative protection
and accordingly any proceeds from the sale of those assets would be used by the
administrator at his discretion. The Board believes that, given the value of
future rental obligations in relation to the Property it is unlikely that there
would be any return to Shareholders.

As disclosed on page 10, the Board is of the opinion that, taking into account
the financing facilities available to the Continuing Group and the net proceeds
of the Transaction, the Continuing Group has sufficient working capital for its
present requirements, that is, for at least the next twelve months from the date
of the Circular.

Therefore, your Directors consider the Transaction to be in the best interests
of InterX and Shareholders as a whole and unanimously recommend that
Shareholders vote in favour of the First Resolution to be proposed at the
Extraordinary General Meeting to be held on 20 May 2002.

In addition, your Directors also consider the additional authority to allot
equity securities for cash without first being required to offer such shares to
existing Shareholders to be in the best interests of InterX and Shareholders as
a whole and unanimously recommend that Shareholders vote in favour of the Second
Resolution to be proposed at the Extraordinary General Meeting to be held on 20
May 2002.

The Directors intend to vote in favour of the Resolution's in respect of their
own beneficial holdings amounting in aggregate to 5,675,730 Shares, representing
approximately 16.22 per cent. of the existing issued ordinary share capital of
InterX. Irrevocable undertakings to vote in favour of the First Resolution in
respect of 17,811,717 Shares, representing approximately 50.89 per cent. of the
existing issued ordinary share capital of InterX have been given by certain
Directors and Shareholders to TiG, as detailed in paragraph 9(c) in Part 5 of
the Circular.







                                  DEFINITIONS

The following definitions apply throughout this document, including the notice
of Extraordinary General Meeting, unless the context requires otherwise:

'Agency Agreement'                                  the agency agreement dated 22 March 2002 entered into between
                                                    ITL and the Innovation Group (EMEA) Limited
'Board'                                             the Directors
'Business'                                          the business of developing the software products known as
                                                    'BladeRunner', 'Net2020' and 'Wrapper' (and all derivatives
                                                    thereof respectively) and other proprietary software created
                                                    and owned by or developed for ITL and licensing and maintaining
                                                    such software to and for third parties as agreed to be sold to
                                                    TiG pursuant to the Sale Agreement as summarised in Part 3 of
                                                    the Circular
'Circular'                                          Circular to shareholders dated 26 April 2002
'Completion'                                        the point in time when the Sale Agreement becomes unconditional
                                                    in all respects and is completed in accordance with its terms
'ComputerWeekly.com'                                ComputerWeekly.com Limited, a provider of on-line IT
                                                    information and recruitment services, incorporating the product
                                                    information system of itnetwork.com, a business started by
                                                    Electronic Product Intelligence Limited (the IT Network
                                                    Limited), a wholly-owned subsidiary of InterX, in 1999
'Continuing Group'                                  InterX, its subsidiaries and its subsidiary undertakings
                                                    immediately following Completion
'Diligenti'                                         Diligenti Limited
'Diligenti Group'                                   Diligenti, its subsidiaries and its subsidiary undertakings as
                                                    at the date of the Circular
'Directors'                                         the directors of InterX whose names are set out in paragraph 2
                                                    of Part 5 of the Circular
'Exemplar'                                          Healthcomp Evaluation Services Corporation, Inc (trading as
                                                    Exemplar International)
'Extraordinary General Meeting'                     the extraordinary general meeting of InterX to be held at the
                                                    offices of ING Barings, 60 London Wall, EC2M 5TQ at 10.00 a.m.
                                                    on 20 May 2002 or any adjournment thereof
'First Resolution'                                  the ordinary resolution to approve the Transaction to be
                                                    proposed at the Extraordinary General Meeting, the full text of
                                                    which is set out in the Notice of Extraordinary General Meeting
                                                    at the end of the Circular
'Group'                                             InterX, its subsidiaries and its subsidiary undertakings as at
                                                    the date of the Circular
'InterX'                                            InterX plc
'Intellectual Property'                             the intellectual property assets agreed to be sold to TiG
                                                    pursuant to the Sale Agreement as summarised in Part 3 of the
                                                    Circular
'ITL'                                               InterX Technology Limited, formerly Cromwell Media Limited
'Licence to Occupy'                                 the licence to occupy to be entered into between InterX and TiG
                                                    on Completion and summarised in Part 3 of the Circular
'Listing Rules'                                     the Listing Rules of the UK Listing Authority
'Option Agreement'                                  the option agreement to be entered into between InterX and TiG
                                                    on Completion and summarised in Part 3 of the Circular
'Property'                                          27 Great West Road, Brentford, TW8 9AS
'Sale'                                              the proposed sale by InterX and ITL to TiG of the Business,
                                                    certain assets and the Intellectual Property in accordance with
                                                    the terms of the Sale Agreement
'Sale Agreement'                                    the sale and purchase agreement entered into between InterX,
                                                    ITL and TiG on 16 April 2002 and summarised in Part 3 of the
                                                    Circular
'Second Resolution'                                 the special resolution to increase the authority of the
                                                    directors to allot equity securities for cash without first
                                                    being required to offer such shares to Shareholders to be
                                                    proposed at the Extraordinary General Meeting, the full text of
                                                    which is set out in the Notice of Extraordinary General Meeting
                                                    at the end of the Circular
'Shareholder'                                       a holder of Shares
'Shares'                                            existing issued ordinary shares of 5 pence each in the capital
                                                    of InterX
'TiG'                                               The Innovation Group plc
'Transaction'                                       the Sale, the entry into of the Option Agreement and the entry
                                                    into of the Licence to Occupy
'TUPE Regulations'                                  the Transfer of Undertakings (Protection of Employment)
                                                    Regulations 1981




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