Recommended Offer - Part 2

NewMedia SPARK PLC
20 October 2000


PART 2

                                 APPENDIX I



              CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Peel Hunt on behalf of SPARK, will comply
with the applicable rules and regulations of the London Stock Exchange and the
Code and will be governed by English law and subject to the jurisdiction of
the English courts and will be subject to the terms and conditions set out
below and as set out in the formal Offer Document.


Conditions of the Offer

The Offer, which is this Appendix I is deemed to include, where relevant,
references to the Mix and Match Election, will be conditional upon:

(i)            valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. London time on the first closing date
of the Offer (or such later time(s) and/or date(s) as SPARK may, subject to
the rules of the Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as SPARK may decide) in nominal value of the Internet
Indirect Shares to which the Offer relates, provided that this condition shall
not be satisfied unless SPARK and/or any of its wholly-owned subsidiaries
shall have acquired or agreed to acquire (pursuant to the Offer or otherwise)
Internet Indirect Shares carrying in aggregate more than 50 per cent. of the
voting rights then exerciseable at a general meeting of Internet Indirect
including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Internet Indirect Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise. For the purposes
of this condition:


(a)            the expression 'Internet Indirect Shares to which the Offer
relates' shall be construed in accordance with sections 428 to 430F of the
Act;


(b)           shares that have been unconditionally allotted shall to the
extent (if any) required by the Panel be deemed to carry the voting rights
that they will carry upon issue; and


(c)            valid acceptances shall be treated as having been received in
respect of any Internet Indirect Shares that SPARK and its subsidiaries shall,
pursuant to section 429(8) of the Act, be treated as having acquired or
contracted to acquire by virtue of acceptances of the Offer;


(ii)           the passing at an Extraordinary General Meeting of EO (or at
any adjournment thereof) of such resolution(s) as are necessary to approve,
implement and effect the issue of the EO Shares to be offered as consideration
under the Offer;


(iii)          the London Stock Exchange agreeing to admit to trading on AIM
the new SPARK Shares and the new SPARK Warrants to be issued pursuant to the
Offer and (unless or to the extent the Panel agrees otherwise) such admission
becoming effective in accordance with Chapter 16 of the Rules of the London
Stock Exchange, as appropriate, or (if determined by SPARK and subject to the
consent of the Panel) the London Stock Exchange agreeing to admit such shares
and warrants to AIM subject only to (i) the allotment of such shares and
warrants and/or (ii) the Offer becoming or being declared unconditional in all
respects;


(iv)          no relevant authority having intervened in a way that would or
might reasonably be expected to:



(a)            make the Offer or its implementation or the acquisition or
proposed acquisition by SPARK of any Internet Indirect Shares, or the
acquisition of control of Internet Indirect by SPARK, void, unenforceable and/
or illegal or, to an extent that is material in the context of the Offer,
directly or indirectly restrain, restrict, prohibit, delay or otherwise
interfere with the implementation thereof, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or require amendment
of the Offer or the acquisition or proposed acquisition of any Internet
Indirect Shares, or the acquisition of control of Internet Indirect by SPARK
to an extent which is material in the context of the Offer;



(b)           as a result of the Offer, require, prevent or delay the
divestiture or alter the terms of any proposed divestiture by SPARK or
Internet Indirect or any member of the wider SPARK Group or the wider Internet
Indirect Group of all or any material part of their respective businesses,
assets or properties or impose a material limitation on the ability of any of
them to conduct any of their respective businesses or to own any of their
respective assets or properties or any part thereof in any such case in a
manner or to an extent which is material in the context of the wider SPARK
Group or the wider Internet Indirect Group (as the case may be) taken as a
whole;



(c)            impose any material limitation on the ability of SPARK or of
any member of the wider Internet Indirect Group to exercise effectively,
directly or indirectly, any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to manage or control, Internet Indirect
or, to an extent material in the context of the wider Internet Indirect Group
taken as a whole, any member of the wider Internet Indirect Group;



(d)           as a result of the Offer, require SPARK or any member of the
wider Internet Indirect Group to offer to acquire any shares or other
securities (or the equivalent) in any member of the wider Internet Indirect
Group owned by any third party or to sell or offer to sell any shares or other
securities (or the equivalent), such acquisition or sale being material in the
context of the wider Internet Indirect Group taken as a whole;



(e)            result in a material delay in the ability of SPARK, or render
SPARK unable, to acquire some or all of the Internet Indirect Shares or
require or prevent or materially delay divestiture by SPARK of any such shares
or other securities of Internet Indirect;



(f)            result in any member of the wider Internet Indirect Group
ceasing to be able to carry on its business under any name which it at present
uses where such use is material to the business of the wider Internet Indirect
Group taken as a whole;



(g)           impose any material limitation on, or result in any material
delay in, the ability of any member of the wider SPARK Group or wider Internet
Indirect Group to integrate or co-ordinate its business, or any part thereof,
with the business(es) of any part of the wider SPARK Group or the wider
Internet Indirect Group in any such case being material in the context of the
wider group concerned taken as a whole; or



(h)           otherwise materially and adversely affect the business, assets,
or profits of the wider Internet Indirect Group, taken as a whole, to an
extent that is material in the context of the wider Internet Indirect Group
taken as a whole, and all necessary filings having been made, all regulatory and
statutory obligations having been complied with, in each case in any relevant
jurisdiction, all applicable waiting and other time periods during which any
relevant authority could have intervened, in respect of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Internet Indirect by SPARK, having expired, lapsed or terminated;



(v)           all authorisations and determinations necessary in any
jurisdiction for or in respect of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Internet
Indirect by SPARK having been obtained in terms and in a form reasonably
satisfactory to SPARK from all relevant authorities or (without prejudice to
the generality of the foregoing) from any persons or bodies with whom any
member of the wider Internet Indirect Group has entered into contractual
arrangements and such authorisations and determinations together with all
authorisations and determinations necessary for any member of the wider
Internet Indirect Group to carry on its business remaining in full force and
effect at the time at which the Offer becomes or is otherwise declared
unconditional in all respects and all filings necessary for such purpose
having been made and there being no notice of any intention to revoke,
suspend, restrict, modify or not renew any of the same having been received;



(vi)          save as disclosed in writing to SPARK or its advisers in
connection with the Offer prior to 18 October 2000 there being no provision of
any agreement, arrangement, licence or other instrument which is material to
the Internet Indirect Group taken as a whole to which any member of the wider
Internet Indirect Group is a party or by or to which any member of the wider
Internet Indirect Group or any part of its assets may be bound, entitled or
subject or any circumstance that, as a result of the Offer, the proposed
acquisition by SPARK of the Internet Indirect Shares or any of them, or change
in the control or management of any member of the wider Internet Indirect
Group or otherwise, would or might reasonably be expected to result in (to an
extent that is material in the context of the wider Internet Indirect Group
taken as a whole):



(a)            any moneys borrowed by, or any other indebtedness, actual or
contingent of, or grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than
the repayment date provided for in such agreement, arrangement, licence or
other instrument, or the ability of any such member to borrow moneys or incur
any indebtedness being withdrawn or inhibited;



(b)           any such agreement, arrangement, licence or other instrument
being terminated or adversely modified or any onerous obligation or liability
arising or any material and adverse action being taken or arising thereunder;



(c)            the assets, rights, liabilities, obligations, interests or
business of any member of the wider Internet Indirect Group under any such
agreement, arrangement, licence or instrument or the interests or business of
any such member in or with any other person, firm, company or body (or any
arrangements relating to any such interests or business) being terminated or
adversely modified or affected;



(d)           any such member ceasing to be able to carry on its business
under any name which it at present uses;



(e)            any assets or interests of or the use of which is enjoyed by
any such member being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any member of the
wider Internet Indirect Group, in each case otherwise than in the ordinary
course of business;



(f)            any change in or effect on the ownership or use of any
intellectual property rights owned or used by any member of the wider Internet
Indirect Group;



(g)           the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business,
property or assets of any such member or any such security interest (whenever
and wherever arising or having arisen) becoming enforceable; or



(h)           the value of any such member or their respective financial or
trading position being prejudiced or adversely affected or materially and
adversely modified; or



(i)             the creation of any liability (actual or contingent) of any
member of the wider Internet Indirect Group;



(vii)         no member of the wider Internet Indirect Group having, save as
announced on or before 18 October 2000 by Internet Indirect on the London
Stock Exchange (such information being 'publicly announced') or save as fairly
disclosed in writing to SPARK or its advisers in connection with the Offer
prior to 18 October 2000:



(a)            (save as between Internet Indirect and, on a pre-emptive basis,
any member of the wider Internet Indirect Group which is a wholly owned
subsidiary of Internet Indirect or upon the exercise of rights to subscribe
for Internet Indirect Shares pursuant to the existing  Internet Indirect
Warrants on or prior to 19 October 2000) issued or agreed to issue or
authorised or proposed the issue of additional shares of any class, or of
securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
or redeemed, purchased or reduced any part of its share capital;



(b)           recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution other than to
Internet Indirect or to a member of the wider Internet Indirect Group which is
a wholly-owned subsidiary of Internet Indirect;



(c)            acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any rights, title or interest
in any asset (including shares and trade investments) which in any such case
is material in the context of the wider Internet Indirect Group taken as a
whole or merged with any body corporate or authorised or proposed or announced
any intention to propose any merger, demerger, acquisition, disposal,
transfer, mortgage, charge or security interest (in each case other than in
the ordinary course of business);



(d)           made or authorised or proposed or announced an intention to
propose any change in its share or loan capital and details of which have been
disclosed to SPARK or its advisers in connection with the Offer prior to 19
October 2000;



(e)            issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability which is
material in the context of the wider Internet Indirect Group taken as a whole;



(f)            purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other securities or
reduced or made any other change to any part of its share capital to an extent
which (other than in the case of Internet Indirect) is material in the context
of the Internet Indirect Group taken as a whole;



(g)           entered into any contract, reconstruction, amalgamation,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business which is material in the context of the wider Internet
Indirect Group taken as a whole;



(h)           entered into or varied any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a loss
making, long-term, onerous or unusual nature or magnitude or which involves or
could involve an obligation of a nature or magnitude which is material in the
context of the wider Internet Indirect Group taken as a whole save in the
ordinary course of business;



(i)             entered into any contract, transaction or arrangement which
would be materially restrictive on the business of any member of the wider
Internet Indirect Group;



(j)             waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the wider Internet
Indirect Group taken as a whole;



(k)            entered into or varied the terms of or terminated any service
agreement with any of the directors of Internet Indirect in any material
respect;



(l)             taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or for the
appointment of any analogous person in any jurisdiction;



(m)           taken any action to commence or institute any legal proceedings
or to settle, compromise or discontinue any legal proceedings which have
already been commenced or suffered any claims or had any legal proceedings
instituted against it or admitted any liability in any such claim or
proceedings, failed to take action to refute or defend any such claim or
proceedings or taken any action to settle or compromise any such claim or
proceedings;



(n)           made any amendment to its memorandum or articles of association;



(o)           been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;



(p)           made or agreed or consented to any significant change to the
terms of the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable thereunder, or to the basis on
which qualification for or accrual or entitlement to such benefits are
calculated or determined, or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of a trust
corporation which would be material in the context of the wider Internet
Indirect Group taken as a whole; or



(q)           entered into any contract, commitment, agreement or arrangement
or passed any resolution with respect to, or to effect, any of the
transactions, matters or events referred to in this condition, or announced an
intention to do so;



(viii)        since 22 December 1999, and save as publicly announced or as
fairly disclosed in writing to SPARK or its advisers in connection with the
Offer prior to 19 October 2000:



(a)            no adverse change or deterioration having occurred  in the
business, assets, financial or trading position or profits  of Internet
Indirect or any other member of the wider Internet Indirect Group that is
material in the context of the wider Internet Indirect Group taken as a whole;



(b)           no litigation or arbitration proceedings, prosecution or other
legal proceedings having been announced, instituted or threatened in writing
by or against or remaining outstanding against any member of the wider
Internet Indirect Group or to which any member of the wider Internet Indirect
Group is or is likely to become a party (whether as plaintiff, defendant or
otherwise) and no enquiry or investigation by or complaint or reference to any
relevant authority against or in respect of any  member of the wider Internet
Indirect Group having been threatened in writing, announced or instituted or
remaining outstanding by, against or in respect of any member of the wider
Internet Indirect Group and which in any such case might be likely to
adversely affect any member of the wider Internet Indirect Group to an extent
that is material in the context of the wider Internet Indirect Group taken as
a whole; and



(c)            no contingent or other liability of any member of the wider
Internet Indirect Group having arisen or become apparent that might be likely
adversely to affect any member of the wider Internet Indirect Group that is
material in the context of the wider Internet Indirect Group taken as a whole;



(ix)           save as fairly disclosed in writing to SPARK or its advisers in
connection with the Offer prior 19 October 2000, SPARK not having discovered
that:



(a)            any financial, business or other information concerning
Internet Indirect or the wider Internet Indirect Group that has been publicly
disclosed at any time by or on behalf of any member of the wider Internet
Indirect Group is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not
misleading and which was not corrected by subsequent public announcement made
on the London Stock Exchange on or before 19 October 2000 and which in any
such case is material in the context of the wider Internet Indirect Group
taken as a whole;



(b)           any information which affects the import of any such information
to an extent that is material in the context of the wider Internet Indirect
Group taken as a whole; or



(c)            any member of the wider Internet Indirect Group or any entity
in which any such member has a significant economic interest is subject to any
liability (actual or contingent) that has not been publicly announced, such
liability being material in the context of the wider Internet Indirect Group
taken as a whole;



(x)            SPARK not having discovered that, save as publicly announced
prior to 19 October 2000:



(a)            any past or present member of the wider Internet Indirect Group
has not complied with all applicable legislation or regulations of any
jurisdiction with regard to the storage, disposal, discharge, spillage, leak
or emission of any waste or hazardous substance or any substance likely to
impair the environment or harm human health, which non-compliance or any other
storage, disposal, discharge, spillage, leak or emission which has occurred
would be likely to give rise to any liability (whether actual or contingent)
on the part of any member of the wider Internet Indirect Group and which is
material in the context of the wider Internet Indirect Group taken as a whole;
or



(b)           there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
wider Internet Indirect Group, or in which any such member may now or
previously have had or be deemed to have or have had an interest, under any
environmental legislation, regulation, notice, circular or order of any
relevant authority, or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto, in any such case to an
extent that is material in the context of the wider Internet Indirect Group
taken as a whole.



For the purposes of these conditions:



(a)           'relevant authority' means any government, government department
or governmental, quasi-governmental, supranational, statutory, regulatory or
investigatory body, court, trade agency, professional association or
institution or environmental body or any other body or person in any
jurisdiction;



(b)           a relevant authority shall be regarded as having 'intervened' if
it has instituted, implemented, or threatened or communicated its intention to
take or make any action, proceedings, suit, investigation or inquiry or
reference, or made, enacted or proposed any statute, regulation, decision or
order, or taken any measures or other steps and 'intervene' shall be construed
accordingly;



(c)           'authorisations' means authorisations, orders, grants,
recognitions, confirmations, consents, licences, clearances, permissions,
exemptions and approvals; and



(d)           'the wider Internet Indirect Group' means Internet Indirect and
its subsidiary undertakings, associated undertakings and any other
undertakings in which Internet Indirect and such undertakings (aggregating
their interests) have a substantial interest and 'the wider SPARK Group' means
SPARK and its subsidiary undertakings, associated undertakings and any other
undertaking in which SPARK and such undertakings (aggregating their interests)
have a substantial interest and, for these purposes, 'subsidiary undertaking',
'associated undertaking' and 'undertaking' have the meanings given by the
Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of
Schedule 4A to the Companies Act 1985) and 'substantial interest' means a
direct or indirect interest in 20 per cent. or more of the equity capital of
an undertaking.



SPARK reserves the right to waive all or any of the above conditions, in whole
or in part except conditions (i), (ii) and (iii).  The Offer will lapse unless
all the above conditions have been fulfilled or (if capable of waiver) waived,
or, where appropriate, have been determined by SPARK in its reasonable opinion
to be or remain satisfied, by midnight on the day which is 21 days after the
later of the first closing date of the Offer and the date on which the Offer
becomes or is declared unconditional as to acceptances, or such later date as
SPARK may, with the consent of the Panel, decide, provided that SPARK shall be
under no obligation to waive or treat as fulfilled any of conditions (iv) to
(x) inclusive by a date earlier than the latest date specified or referred to
above for the fulfilment thereof notwithstanding that any such condition or
the other conditions of the Offer may at any date earlier than such latest
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.



Further Terms of the Offer



The Offer will lapse if the acquisition of Internet Indirect is referred to
the Competition Commission before the later of 3.00 p.m. (London time) on the
first closing date of the Offer and the date on which the Offer becomes or is
declared unconditional as to acceptances.  In such circumstances, the Offer
will cease to be capable of further acceptance and SPARK and accepting
Internet Indirect Shareholders shall thereupon cease to be bound by
acceptances submitted at or before the time when the Offer so lapses.



If SPARK is required by the Panel to make an offer for Internet Indirect
Shares under the provisions of Rule 9 of the Code, SPARK may make such
alterations to the terms and conditions of the Offer as are necessary to
comply with the provisions of that Rule.


                                 APPENDIX II



                                 DEFINITIONS



The following definitions apply throughout this announcement, unless the
context otherwise requires:


'AIM'                the Alternative Investment Market of the London Stock
                     Exchange


'Australia'          the Commonwealth of Australia, its states, territories or
                     possessions


'Board'              the board of directors of SPARK or Internet Indirect (as
                     the case may be)


'Code'               The City Code on Takeovers and Mergers


'Collins Stewart'    Collins Stewart Limited


'Enlarged Group'     the SPARK Group, as enlarged by the acquisition of
                     Internet Indirect


'EO'                 EO plc


'EO Group'           EO and its subsidiary undertakings


'EO Shareholders'    holders of EO Shares


'EO Shares'          ordinary shares of 1p each in the capital of EO


'Form of Acceptance' the form of acceptance and authority relating to the Offer


'Internet Indirect'  Internet Indirect plc


'Internet Indirect   Internet Indirect and its subsidiary undertakings
Group'

'Internet Indirect   holders of Internet Indirect Shares
Shareholders'


'Internet Indirect   the existing issued or unconditionally allotted and fully
Shares'              paid ordinary shares of 1p each in the capital of Internet
                     Indirect and any further such shares that are issued or
                     unconditionally allotted before the time and date on which
                     the Offer closes (or such earlier time and/or date, not
                     without the consent of the Panel being earlier than the
                     date on which the Offer becomes or is declared
                     unconditional as to acceptances or, if later, the first
                     closing date of the Offer), as SPARK may decide


'Internet Indirect   holders of Internet Indirect Warrants
Warrantholders'


'Internet Indirect   the 95,400,000 warrants to subscribe Internet Indirect
Warrants'            Shares at a price of 5p per share outstanding at the date
                     of this announcement


'Japan'              Japan, its cities, its prefectures, territories and
                     possessions

'London Stock        the London Stock Exchange Limited
Exchange'

'Mix and Match       an election to vary the proportions of new SPARK Shares
Election'            and EO Shares receivable under the Offer


'new SPARK Shares'   the new ordinary shares of 2.5p each in the capital of
                     SPARK to be issued credited as fully paid pursuant to the
                     Offer


'new SPARK Warrants' the new warrants to subscribe SPARK Shares to be issued
                     pursuant to the Offer


'Offer'              the recommended offer to be made by Peel Hunt on behalf of
                     SPARK to acquire all of the Internet Indirect Shares on
                     the terms and subject to the conditions set out in this
                     announcement and in Appendix I to this announcement and to
                     be set out in the formal Offer Document and Form of
                     Acceptance including, where the context so requires, any
                     subsequent revision, variation, extension or renewal of
                     such offer including, unless the context otherwise
                     requires, the offer to be made to the holders of the
                     Internet Indirect Warrants


'Offer Document'     the document to be issued to Internet Indirect
                     Shareholders making the Offer

'Panel'              The Panel on Takeovers and Mergers


'Peel Hunt'          Peel Hunt plc


'Securities Act'     the US Securities Act of 1933 (as amended)


'SPARK' or 'Company' NewMedia SPARK plc


'SPARK Group'        SPARK and its subsidiary undertakings


'SPARK Shareholders' holders of SPARK Shares


'SPARK Shares'       ordinary shares of 2.5p each in the capital of SPARK


'SPARK Warrants'     warrants to subscribe SPARK Shares at a price of 75p per
                     share


'UK' or 'United      the United Kingdom of Great Britain and Northern Ireland
Kingdom'

'US' or 'United      the United States of America, its territories and
States'              possessions, any state of the United States of America and
                     the District of Columbia and all other areas subject to
                     its jurisdiction




                                 APPENDIX III



                       BASES AND SOURCES OF INFORMATION




(1)           The value of the Offer is based on 320,000,000 Internet Indirect
Shares in issue on 19 October 2000.  The closing middle-market prices of the
Internet Indirect Shares are based on the middle-market price of Internet
Indirect Shares derived from the AIM Appendix to the Daily Official List of
the London Stock Exchange.  The closing middle market price of each Internet
Indirect Share was 18.25p on 19 October 2000.



(2)           The percentage of the enlarged issued share capital of SPARK is
based on 321,291,248 SPARK Shares in issue on 19 October 2000. The closing
middle-market prices of SPARK Shares and SPARK Warrants are based on the
middle-market price of SPARK Shares derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange.  The closing middle market price
of each SPARK Share and each SPARK Warrant was 52.5p and 15.75p respectively
on 19 October 2000.



(3)           The percentage of the enlarged issued share capital of EO is
based on 38,627,452 EO Shares in issue on 19 October 2000 and 8,512,000 EO
Shares to be issued in connection with the Offer (excluding any EO Shares
which may be issued in connection with proposals to be made to Internet
Indirect Warrantholders). For the purposes of computing the value of the Offer
and the premium of the Offer to the closing middle-market price of an Internet
Indirect Share at the date of the Offer, the value of an EO Share is based on
the 150p price being paid by SPARK in respect of the EO Shares being offered
pursuant to the Offer and the price at which EO Shares were placed in EO's
most recent fundraising, in July 2000, when 4,394,452 EO Shares were placed at
a price of 150p per share with institutional and other investors.