Stmnt re Share Option Schemes

InterX PLC
29 March 2001

                    INTERX PLC ('InterX' or the 'Company')                    
                                                                              
                   Proposed Changes to Share Option Schemes                   

1. INTRODUCTION

The board of directors of InterX (the 'Board') considers that it is important
for the future of the business that employees should receive meaningful
incentives.  The ability to offer share options, which align employees'
interests with the interests of shareholders, is crucial to attract and retain
individuals of the highest calibre.

Further, and in order to recruit and retain key employees in a market place
dominated by US companies, the Board believes that additional flexibility is
required within the 2000 Scheme and accordingly, it is proposed that a number
of features of US-type schemes be adopted.

The Board of InterX announces that it has convened an Extraordinary General
Meeting ('EGM') of InterX to be held on 20 April, 2001.  A circular has been
sent to shareholders today, the purpose of which is to give details of the
resolutions which will be proposed at the EGM in relation to:

-the InterX 2000 Executive Share Option Scheme (the '2000 Scheme'), approved  
 on 7 April, 2000;
-the InterX Executive Share Option Scheme (the 'Old Scheme'), relevant to     
 when Ideal Hardware Limited ('Ideal') was a subsidiary of InterX;
-the introduction of the InterX Onshore Employee Share Trust (the 'InterX     
 Onshore Trust') and the InterX Offshore Employee Share Trust (the 'InterX    
 Offshore Trust') (together the 'InterX Trusts'); and
-the adoption of the InterX Savings Related Share Option Scheme (the 'SAYE    
 Scheme').

It should be noted that certain of the proposals, which the Board considers to
be in the interests of the Company, do not comply with the guidelines of the
Association of British Insurers on share incentive schemes.

The Strategy Review was announced to shareholders on 27 March, 2001.  These
proposals should be read in the context of this review.

The main proposals, which are described in detail below, can be summarised as
follows:

2000 SCHEME
-the amendment of grant periods to take account of the Company's quarterly    
 reporting requirements;
-the adoption of an Inland Revenue approved section;
-the increase in the percentage of the Company's issued ordinary share        
 capital available for the grant of options from 5 per cent. to 10 per cent.;
-the amendment of the 'Good Leaver' provisions;
-the amendment of vesting criteria;
-the opportunity for certain existing optionholders to exchange their options 
 for new options;
-the exclusion of associated companies from the provisions relating to        
 cessation of employment;

OLD SCHEME
-the waiving of performance criteria;
-the exclusion of associated companies from the provisions relating to        
 cessation of employment;

INTERX TRUSTS
-the introduction of the InterX Trusts;
-to allow the InterX Trusts to acquire up to 5 per cent. of the issued        
 ordinary share capital of the Company; and

INTERX SAVINGS RELATED SHARE OPTION SCHEME
-the adoption of an Inland Revenue approved Savings Related Share Option      
 Scheme.

GIFT OF SHARES TO INTERX ONSHORE TRUST
If the proposals are approved by shareholders, certain shareholders who
account for 41 per cent. of the Company's issued share capital have indicated
that they will gift approximately 417,000 Ordinary Shares (representing
approximately 1.2 per cent. of the Company's issued share capital) into the
InterX Onshore Trust in order to provide the Company/trustees of the InterX
Trusts ('Trustees') with a further incentive 'pool' of shares.  These shares
will count towards the 5 per cent. limit which the InterX Trusts will hold.

This step reflects the fact that these individual shareholders believe it is
imperative to incentivise employees through an interest in the share capital
of the Company.  Their own personal reduction in shareholding from this
gifting, in addition to the dilution that they, along with other shareholders,
will experience as a result of the increase in the issued share capital
available for options under the 2000 Scheme and the InterX Trusts, is an
endorsement of this belief.

2. THE PROPOSED AMENDMENTS TO THE 2000 SCHEME

GRANT PERIODS
It is proposed that the Remuneration Committee be authorised to grant options
under the 2000 Scheme in the 42 day period immediately following any quarterly
announcement of the Company's results (rather than only after the announcement
of half year or full year results) and further that an additional grant period
be introduced in respect of the fifteen days following the date of the EGM.

INLAND REVENUE APPROVED SECTION
The Board considers it important to take advantage of the tax efficient method
of granting options under an Inland Revenue approved section of the 2000
Scheme.  Accordingly, it is proposed that an Inland Revenue approved section
to the 2000 Scheme (the 'UK Approved Section') be adopted.  Under the UK
Approved Section, options may be granted to any UK resident employee or
executive director with an individual aggregate market value (at the date of
grant) of up to £30,000.

INCREASE IN SHARE CAPITAL AVAILABLE FOR GRANTS OF OPTIONS
It is proposed to increase the total number of Ordinary Shares which may be
issued under the 2000 Scheme in order that options can continue to be
available for staff incentives.  Under the current limit, the total number of
unissued Ordinary Shares in respect of which options may be granted under the
2000 Scheme shall not, when aggregated with options granted under the Old
Scheme, in any ten year period, exceed 5 per cent. of the issued ordinary
share capital of the Company.  It should be noted that of this 5 per cent.
some 1.8 per cent. is taken up by options to Ideal Hardware Limited ('Ideal')
employees under the Old Scheme who are able to exercise their options at any
time until 31 March, 2002.  Under the new limit, it is proposed that the
number of unissued Ordinary Shares in respect of which options may be granted
under the 2000 Scheme, when aggregated with options granted under the Old
Scheme, shall be increased so that the number shall not, in any ten year
period, exceed 10 per cent. of the issued ordinary share capital of the
Company.

GOOD LEAVER PROVISIONS
The 2000 Scheme allows for individuals who leave the Company as a result of
redundancy to retain all of their options (whether vested or not) for a period
of 6 months from the date of the termination of employment ('Good Leaver'
provisions).  To limit future dilution, it is proposed that the 2000 Scheme
(other than the UK Approved Section) is amended so that any optionholder who
is made redundant will only retain those options which have vested at the date
of termination of employment, unless the Remuneration Committee considers that
there are exceptional circumstances.

VESTING CRITERIA
The Board believes that it is essential that vesting criteria are relevant to
the Company's stage of development.  Given InterX's current stage of
development, it is likely that the true indicators of corporate performance
will vary significantly over the vesting period of three years.

The fixing of certain vesting criteria that are formally linked to one or more
elements of the Company's performance, be they share price, earnings per share
or some other indicator, is likely to restrict the ability of the Remuneration
Committee to provide appropriate incentives to employees.  The Board firmly
believes that this is not in the interests of the Company.

The Board therefore proposes the following changes to the vesting criteria for
options granted after the date of the EGM:

-one third of options granted are to vest on each of the three anniversaries  
 following the date of the original grant; and
-the Remuneration committee will approve all issues of options and may set    
 appropriate performance criteria at the date of grant linked to personal     
 performance objectives, which seek to increase shareholder value.

OPTION EXCHANGE PROVISIONS
In the period between the date of the announcement of the proposed merger with
Cromwell Media Limited on 9 February, 2000 and 28 March, 2001, there have been
unprecedented fluctuations in the share prices of technology stocks globally. 
InterX has not been immune from fluctuations in this period and has seen its
share price fluctuate between a high of 3,925p and a low of 82p.  Options have
been granted during this period at grant prices ranging from 904p to 1,187.5p
over 994,000 Ordinary Shares (of which 103,000 have lapsed).  Accordingly, the
Board is proposing to offer certain optionholders a number of choices in order
to reposition these options as a genuine incentive to the employees concerned.

With the exception of Simon Miesegaes (who has options over 90,000 Ordinary
Shares at an exercise price of 1,187.5p and who is a director of the Company),
it is proposed to offer optionholders who are employees of the Company, its
subsidiaries and one of InterX's associated companies (as referred to below),
the following choice:

-to keep their current options with the original vesting criteria and         
 original vesting period start date; or
-to exchange their current options on a 1 for 1 basis with the new options    
 having an exercise price of the greater of the market value of an Ordinary   
 Share as at the date of grant and £3; the proposed new vesting criteria      
 apply, the vesting period start date is the date of the new grant and the    
 revised Good Leaver provisions also apply; or
-to exchange their current options on a 2 for 3 basis (i.e. an option over 2  
 Ordinary Shares under the revised Rules for an option over 3 Ordinary Shares 
 under the current Rules) with the new options having an exercise price of    
 the greater of the market value of an Ordinary Share as at the date of grant 
 and £2; the proposed new vesting criteria apply, the vesting period start    
 date is the date of the new grant and the revised Good Leaver provisions     
 also apply.

Where the current options are kept, the Company will be responsible for
settling the employer National Insurance liability arising on the gain on the
exercise of the options.  Where options are exchanged, however, the employer
National Insurance liability will be to the account of the individual and not
the Company.

The maximum number of Ordinary Shares that can be placed under option to a
participant in the 2000 Scheme will be limited to 1 per cent. of the issued
share capital of the Company from time to time.

The mid-market price of an Ordinary Share at the close of business on 28
March, 2001 (the latest practicable date before the publication of the
Circular), was 92.5p.  On 28 March, 2001, the maximum number of Ordinary
Shares which are held under outstanding options, assuming that all
optionholders who are eligible to exchange do so on a one for one basis, is
4,609,972 Ordinary Shares representing 13.2 per cent. of the issued share
capital.  Of this, 3,304,627 Ordinary Shares, representing 9.4 percent. of the
issued share capital, is in respect of options granted over existing Ordinary
Shares.

ASSOCIATED COMPANY
Two individuals who hold options over 80,000 Ordinary Shares and who were
employees of IT Network Limited, a wholly owned subsidiary of InterX, were
transferred under the provisions of the Transfer of Undertakings (Protection
of Employment) Regulations 1981 ('TUPE') on 11 May 2000 to ComputerWeekly.com
Limited, which itself is 25 per cent. owned by InterX.  Accordingly, the Board
considers it appropriate that the period during which these individuals can
exercise their options be extended for a period to be decided by the Directors
following such time as ComputerWeekly.com Limited is no longer an associated
or subsidiary company of InterX and also that they be allowed to participate
in the option exchange as detailed above.

3. PROPOSED AMENDMENTS TO THE OLD SCHEME

WAIVER OF PERFORMANCE CRITERIA
With the exception of Simon Miesegaes (who has options over 22,000 Ordinary
Shares at exercise prices ranging from 250p to 345p and who is a director of
the Company), the Board is proposing the waiving of performance criteria for
those employees of InterX and associated companies who did not remain with
Ideal when Ideal was sold in August 2000.  The performance criteria of the Old
Scheme were relevant to the performance criteria for the Ideal business.

The number of Ordinary Shares under option is some 20,225 at exercise prices
ranging from 250p to 403.5p and the majority of individuals concerned have
also received incentives in the form of options under the 2000 Scheme.

ASSOCIATED COMPANY
Two individuals who hold options over some 17,165 Ordinary Shares and who were
employees of IT Network Limited were transferred under TUPE on the 11th May
2000 to ComputerWeekly.com Limited.  The Board considers it appropriate to
waive the performance criteria relating to those options on the basis that
those performance criteria were relevant to the Ideal business.

4. INTERX TRUSTS

The Company wishes, subject to shareholder approval, to set up the InterX
Trusts.

The InterX Trusts will be discretionary trusts, with powers to purchase and
hold the Company's Ordinary Shares for distribution to beneficiaries.  The
InterX Trusts together may not without further shareholder approval hold more
than 5 per cent. of the Company's issued share capital including those
Ordinary Shares gifted into the InterX Onshore Trust by individuals.  They may
purchase Ordinary Shares in the market or subscribe for new Ordinary Shares. 
To the extent that they subscribe for Ordinary Shares, and such shares are
used to satisfy options, the limits on dilution in the 2000 Scheme will apply.
 It is proposed that the InterX Trusts will operate in conjunction with the
2000 Scheme or any other employee share scheme established by the
Company/Trustees in the future.

Following the acquisition of Cromwell Media Limited, the trustees of the
Cromwell Media Limited Employee Benefit Trust (the 'Cromwell Trust') hold 9.4
per cent. of the issued share capital of InterX. The trustees hold the
Ordinary Shares on behalf of the employees in connection with the operation of
the Cromwell employee share schemes. The Cromwell Trust will remain unaffected
by the introduction of the InterX Trusts.

5. ADOPTION OF THE INTERX SAVINGS RELATED SHARE OPTION SCHEME

The Board considers it important to have the ability to offer to all the
employees of InterX and its subsidiaries (the 'InterX Group') the opportunity
to acquire Ordinary Shares in the Company.  The Board considers that the
adoption of an Inland Revenue approved savings related share option scheme may
be an appropriate way of involving all the employees of the InterX Group in
the future of the Company. 

6. GIFTING OF SHARES

Certain shareholders, namely James Wickes, Simon Barker, Kevin Harper, Phil
Sant, Mark Knight and Rob Lewis have indicated that they will gift
approximately 417,000 Ordinary Shares (representing approximately 1.2 per
cent. of the Company's issued share capital) from their own personal holdings
into the InterX Onshore Trust.  Beneficiaries will then be given options over
these Ordinary Shares pursuant to the Rules of the 2000 Scheme or
options/awards over Ordinary Shares pursuant to an employee share scheme
adopted by the Company/Trustees.

7. DOCUMENTS FOR INSPECTION

Copies of the Rules of the 2000 Scheme, with the proposed amendments to the
2000 Scheme, the Old Scheme, the trust deeds of the InterX Trusts and the
rules of the InterX Savings Related Share Option Scheme are available for
inspection at the offices of Allen & Overy, One New Change, London EC3M 9QQ
and at the Company's registered office, 27 Great West Road, Brentford,
Middlesex TW8 9AS during usual business hours on any weekday (Saturdays and
public holidays excepted ) from the date of this letter to the date of the EGM
and at InterX plc, 27 Great West Road, Brentford, Middlesex TW8 9AS on the day
of the EGM until the conclusion of the meeting.

Enquiries:
Simon Barker, Chief Executive              020 8817 4409
Simon Miesegaes, Finance Director          020 8817 4409