Amendments to share option

ITIS Holdings PLC
02 December 2002

                                                               2nd December 2002



ITIS Holdings plc ('ITIS' or the 'Company')

Amendments to share option arrangements



The Company's focus on revenue growth and minimising cash usage has resulted in
structural changes to its workforce over the last twelve months.  In light of
this, the remuneration committee of the Company's Board has undertaken a review
of the Company's share based incentive arrangements.



On conclusion of this review, and after consultation with the Company's major
shareholders, the following amendments have been made to the Company's share
option arrangements:



1.                  With effect from 26 November 2002, all of the 6,190,248
options (the 'Old Options') previously granted pursuant to the Company's
Approved, Unapproved and EMI share schemes have, with the consent of each option
holder, lapsed. All of the Old Options were over ordinary ITIS shares held in
the ITIS Holdings plc Employee Benefit Trust ('EBT'). 5,270,000 of the Old
Options had been granted to directors of the Company (see below).



2.         Subsequent to the lapse of options noted above, 6,000,000 new options
(the 'New Options') have been granted today, 4,500,000 pursuant to the EMI
scheme and 1,500,000 pursuant to the Unapproved scheme. 3,900,000 of the New
Options have been granted to current directors of the Company (see below).  All
of the New Options have been granted over ordinary ITIS shares held in the EBT.
The New Options have been divided into three equal tranches exercisable from 2
December 2003, 2004 and 2005 respectively until 1 December 2012. The exercise
price for each New Option is 7.5p (the average mid market price of an ordinary
ITIS share, as derived from the Daily Official list of the London Stock
Exchange, for the five dealing days prior to the grant of the New Options).



Commenting on these arrangements, Sir Trevor Chinn, chairman of the ITIS Board's
remuneration committee said:



'We consider the grant of appropriate share options to be a beneficial way of
incentivising the Company's employees and believe that they provide the
directors and staff of ITIS with such incentivisation. The new options have been
granted over existing ITIS shares held in the EBT and will not, therefore,
result in additional dilution to existing shareholders. We are satisfied that
the scheme has been implemented only following appropriate consultation.'


                    Date of issue       Number of    Exercise   Earliest date of                     Share scheme
Director                 of grant    options held       price          exercise1    Expiry date
S.A. Marks              28 Sep 00       1,200,000       32.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                        28 Sep 00       1,200,000       60.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                                    -------------
                                        2,400,000
                                          =======
J. Burr                 28 Sep 00         358,077       32.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                        28 Sep 00          76,923       32.2p    28 Sep 01/02/03      27 Sep 10               EMI
                        28 Sep 00         435,000       60.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                                      -----------
                                          870,000
                                           ======
G. Harridge             28 Sep 00         463,077       32.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                        28 Sep 00          76,923       32.2p    28 Sep 01/02/03      27 Sep 10               EMI
                        28 Sep 00         540,000       60.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                                     ------------
                                        1,080,000
                                        =========
M.P. Simpkins           28 Sep 00         358,077       32.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                        28 Sep 00          76,923       32.2p    28 Sep 01/02/03      27 Sep 10               EMI
                        28 Sep 00         435,000       60.2p    28 Sep 01/02/03      27 Sep 10        Unapproved
                                    -------------
                                          870,000
                                          =======
A.D. Forrest             6 Jul 01          37,500       47.3p          6 July 04      5 July 11          Approved
                        28 Sep 00           6,250       60.2p    28 Sep 01/02/03      27 Sep 10               EMI
                        28 Sep 00           6,250      130.0p    28 Sep 01/02/03      27 Sep 10          Approved
                                    -------------
                                           50,000
                                           ======



1The number of options granted is divided into three equal blocks for which the
earliest date of exercise is 28 September 2001, 2002 and 2003 respectively.



M.P. Simpkins resigned as a director on 31 May 2002, but his options did not
lapse until 26 November 2002. A D. Forrest was appointed as a director on 20
November 2002.



Directors' interests in new share options


                        Number of    Exercise   Earliest date of
Director          options granted       price          exercise1  Expiry date          Share scheme
S.A. Marks              1,500,000        7.5p     2 Dec 03/04/05     1 Dec 12            Unapproved
J. Burr                 1,000,000        7.5p     2 Dec 03/04/05     1 Dec 12                   EMI
G. Harridge             1,000,000        7.5p     2 Dec 03/04/05     1 Dec 12                   EMI
A.D. Forrest              400,000        7.5p     2 Dec 03/04/05     1 Dec 12                   EMI



The directors' beneficial holdings in the ordinary 2p shares of ITIS are shown
below:


                                                                     Number of ordinary shares of 2p each
S.A. Marks                                                                                     31,165,751
J. Burr                                                                                           166,665
G. Harridge                                                                                       409,335
A.D. Forrest                                                                                       27,470



Enquiries


Stuart Mark
Chief Executive
Andrew Forrest
Chief Financial Officer
ITIS Holdings plc
Telephone: [phone]






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