Notice of EGM

e-district.net PLC
8 March 2002


               e-district.net plc ('e-district' or the 'Company')


Following the announcements yesterday that e-district had entered into an
agreement with Sky Interactive Limited to provide BSkyB's wholly owned channels
with a comprehensive enhanced TV chat solution and that e-district had granted
options to Andrew Fearon and Edmund Abrams, the Company will today post a
circular convening an extraordinary general meeting to approve, inter alia, the
grant of options as detailed below and a change of name.


Board restructuring


In order for the Company to realise its full potential, it has been decided to
re-structure the Board. Michael Sinclair will continue as Executive Chairman and
Chief Executive Officer for the time being. Frank Lewis will assume the role of
Deputy Chairman and Finance Director, taking executive responsibility for
finance and corporate affairs.


As announced on 28 January 2002, Andrew Fearon has been appointed Chief
Operating Officer.


Edmund Abrams has been appointed Development Director and relinquishes the
position of Finance Director.


Richard Blake and Bernard Fairman continue as Non-Executive Directors of the
Company. The Company is looking to appoint an additional Non-Executive Director
to the Board in the near future.


The share option agreements and the EMI options


The Board has decided that it is necessary to incentivise Edmund Abrams and
Andrew Fearon by granting them, conditional on Shareholder approval, options
over 1,000,000 and 3,000,000 Ordinary Shares respectively.


Conditional upon shareholder approval, Andrew Fearon has been granted an option
to subscribe for up to 3,000,000 Ordinary Shares at a subscription price per
share of 10 pence. The option vests in five tranches, the first tranche being in
respect of 1,000,000 Ordinary Shares and thereafter in tranches of 500,000
Ordinary Shares. The first tranche is exercisable twelve months after the date
of commencement of his employment with the Company and each of the remaining
tranches is exercisable at intervals of six months from the vesting of the first
tranche. The option contains no performance target requirements.


Conditional upon shareholder approval, Edmund Abrams has been granted an option
to subscribe for up to 1,000,000 Ordinary Shares at a subscription price per
share of 10 pence. This option is an Inland Revenue approved arrangement within
Schedule 14 Finance Act 2000 (Enterprise Management Incentive). The option vests
immediately following completion of the agreement. The option contains no
performance target requirements.


It has also been decided that the Company's employees should be incentivised
through utilising the tax advantageous provisions of the Finance Act 2000 by the
grant of EMI Options. The Company intends to grant EMI Options to employees
following Shareholder approval at the EGM.


None of the employees who are granted EMI Options will be granted further
options under the Company's existing approved and unapproved share option
schemes.


Current trading and prospects


The profile of the interactive TV services market has been raised significantly
during the last year, with BSkyB and other digital network operators publicly
stating their expectation that a significant proportion of their revenue growth
in the years to 2005 will be derived from interactive TV services. This,
together with the Company's agreement with Sky Interactive Limited, supports the
Company's continued focus on interactive TV entertainment.


The Company has maintained a substantial UK digital TV user base for its
original 'free-to-air' digital TV entertainment services. Nevertheless, the
Directors have pursued significant product development over the last nine
months, believing this necessary to ensure that the Company realises its
commercial potential. Consequently, the Company's development and delivery
capabilities are now greatly improved. The Company has completely restructured
its workforce and technical infrastructure in conjunction with leading
technology partners, games developers and licensors to focus on interactive TV.


The Directors believe that the resulting range of newly-developed digital TV
games and messaging applications (for both cable and satellite networks) are of
the highest quality and can be successfully monetised as premium pay-based
services.


Extraordinary general meeting


The Extraordinary General Meeting will be convened for 10.30 a.m. on 5 April
2002. At this meeting, resolutions will be proposed, inter alia, to approve the
grant of options set out above and change the name of the Company to YooMedia
PLC.


Enquiries:


e-district

Frank Lewis 020 8515 2800

Graham Prince

020 7690 0879



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