Cancellation of Listing

InterX PLC
12 July 2002




FOR IMMEDIATE RELEASE                                             12th JULY 2002



          INTERX PLC ('InterX' , the 'Company' or the 'InterX Group')

  Cancellation of Listing of Ordinary Share Capital, Board Changes, Change of
               Name, Change of Accounting Reference Date
                                  And
                    Notice of Extraordinary Meeting


A Circular will be sent to Shareholders of InterX ('Shareholders') today; set
out below is an extract from that Circular:


'Introduction

Since the completion of the sale on 20 May 2002 of the software business and
certain assets of InterX to The Innovation Group plc ('TiG') (the 'Sale'), the
directors of InterX ('the Board') has been considering the most cost efficient
method for realising value from InterX's remaining assets and for returning that
value to Shareholders.

The primary assets of the InterX Group, excluding cash and cash deposits of
£1.54 million, at 30 June 2002 were:

•   a 34 per cent. investment in Diligenti Limited ('Diligenti'),
    together with conditional options and rights to acquire a further 61 per 
    cent. of Diligenti for nominal consideration;

•   a 100 per cent. investment in Danogue Limited (formerly InterX Technology
    Limited);

•   a debtor of approximately £18 million in respect of loans and interest due
    from Diligenti;

•   a debtor of approximately £1.3 million in respect of loans and interest
    due from Healthcomp Evaluation Services Corporation, Inc. (trading as
    Exemplar International) ('Exemplar'); and

•   rent deposit accounts which are the subject of a charge in favour of the
    landlord of 27West, Brentford,  (the 'Property') and which will reduce to
    £2.6 million by 23 June 2003 on the basis that the five quarters' rent
    (including VAT) in respect of the period from 25 March 2002 to 23 June 2003
    will be taken from those deposit accounts;

•   deferred consideration on the Sale of up to £7 million (of which £4
    million is guaranteed) which is the subject of a charge in favour of the
    landlord of the Property.

The primary liabilities and anticipated financial commitments of the InterX
Group at 30 June 2002 were:

•   a commitment to replenish the rent deposit accounts on 23 June 2003 with
    the amount of £2.8 million (being five quarters' rent including VAT) in the
    event that the leases on the Property have not been terminated;

•   a quarterly rent and service charge in respect of the Property of £471,000
    excluding VAT, payable on 23 June 2003 and thereafter until June 2017;

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

•   net creditors and accruals of £289,000;

•   net overhead expenditure to May 2003 of approximately £345,000; and

•   discretionary funding of £550,000 in respect of the Diligenti Company
    Voluntary arrangement of Diligenti currently due for completion on 23 July
    2002 (the 'CVA') as referred to later.

The primary assets of Diligenti at 30 June 2002 were:

•   a 58 per cent. (59 per cent. fully diluted) investment in Exemplar;

•   a debtor of approximately US$5.0 million in respect of a convertible
    bridging loan from Diligenti to Exemplar (the 'Bridge'); and

•   a debtor of approximately US$5.3 million in respect of a revollving credit
    facility from Diligenti to Exemplar (the 'Revolver').

The only material liability of Diligenti upon completion of its CVA is expected
to be the debt of approximately £18 million in respect of the loan and interest
payable to InterX.

Strategy

Securing value from the assets listed above is dependent on the future success
of Exemplar, which itself requires immediate working capital funding of up to
US$4 million. Accordingly, the Board believes that all efforts must be focused
on securing these funds for Exemplar.

The Board is aware from preliminary discussions with potential investors in both
the United States and the United Kingdom, including Simon Barker,  that any
fundraising will be difficult, primarily as a result of the fact that Exemplar
has been and continues to be cash consumptive on a monthly basis but also owing
to concerns of potential investors as to whether projected material increases in
revenues will be achieved.

It is likely that Simon Barker will, if any investment is made, be one of those
investors referred to above and, accordingly, he has declared his potential
interest to the Board and will not vote on any proposal put to the Board.

As at the date of this Circular and on the basis of these discussions, the Board
is anticipating that the securing of any funding for Exemplar will ultimately
result in a reduction in InterX's percentage holding in Exemplar to
approximately 20%.

Following a detailed review of Exemplar by InterX's executive management, an
operational plan has been formulated as the basis for attempting to secure
funding; the key points of that plan are as follows:

•  restructuring actions which are expected to see Exemplar breaking even at
   the EBITDA level by November 2002; and

•  a director of InterX and a senior InterX employee are to relocate to the
   United States.

The Board has reached the following conclusions:

•  to date, £1.3 million has been injected into Exemplar by InterX directly.
   Exemplar will continue to be funded from InterX's available cash reserves to
   a maximum of a further £370,000;

•  if all of the funding for Exemplar is not secured by the end of November
   2002, Exemplar and InterX are likely to be put into some form of
   administration; and

•  the funding of the CVA and other restructuring actions will amount to
   approximately £550,000. On the basis that as few funds as possible should be
   allocated to the  completion of the CVA until it is known whether the
   funding and therefore the future of Exemplar is secured, a proposal has been
   put to the creditors of Diligenti whereby they receive an interim payment of
   £160,000 at the end of July 2002 with the balance of £390,000 payable in
   March 2003. Accordingly, it is the intention of InterX to use the £390,000,
   in addition to the £370,000 referred to above, to fund Exemplar.

The Board will update Shareholders of the progress it is making in relation to
the above when it sends to Shareholders a summary of the Group's financial
position as at 30 June 2002, which is expected to be in September 2002.


Allotment of Shares and Disapplication of Pre-emption Rights

At the last annual general meeting of the Company held on 29 October 2001, a
resolution was passed, pursuant to section 95 of the Companies Act 1985 (the '
Act'), empowering the Directors to allot up to £87,498 nominal amount of equity
securities for cash without first being required to offer such ordinary shares
of 5 pence each in the capital of the Company (the 'Shares') to existing
Shareholders. This amounted to approximately 5 per cent. of the nominal issued
share capital of the Company. This authority was increased at an extraordinary
general meeting of the Company held on 20 May 2002 at which a resolution was
passed by the Shareholders empowering the Directors to allot a further £75,000
nominal amount of equity securities for cash without first being required to
offer such Shares to existing Shareholders. This amounted to approximately 4.3
per cent. of the nominal issued share capital of the Company. This latter
increase in the authority of the Directors to issue Shares was required in order
to allow the Directors to meet InterX's potential obligations to issue Shares to
TiG under the option agreement entered into between the Company and TiG on 20
May 2002, under which the Company granted to TiG options over 1.5 million shares
t(the 'Option Agreement') without reducing the amount of the authority granted
to the Directors at the last annual general meeting.

The Directors currently wish to retain the ability to allot up to £175,000
nominal amount of Shares (10 per cent. of the issued share capital of the
Company) under the InterX Share Option Schemes.

Given the requirement to secure the funds for Exemplar in the near future, the
Board needs to  be in a position where it can raise money not only directly into
Exemplar but also at the InterX level. The Board is aware that this funding is
likely to demand reasonably substantial conversion rights. The Board is also
concerned that owing to fewer members, the InterX Share Option Schemes may no
longer be considered employees' share schemes for the purposes of Section 89 of
the Act, and that it may therefore need authority to issue Shares to option
holders under the InterX Share Option Schemes in the future. Accordingly, the
Board wishes to be allowed to allot further Shares which would, if issued,
represent up to 60 per cent. of the nominal issued share capital of the Company
as at 11 July 2002 (being a total of £1,050,000 nominal amount of equity
securities) for cash without first being required to offer such Shares to
existing Shareholders. This authority will last until 15 August 2007 and will
supplement the authority granted to the Directors on 20 May 2002 in respect of
the Option Agreement but all other authorities will terminate.

Shareholders are therefore requested to approve the First Resolution which, if
passed, would disapply the statutory pre-emption rights conferred by Section 89
of the Act over 21,000,000 Shares, representing approximately 60% of the nominal
issues share capital of the Company as at 11 July 2002 and would, when
aggregated with the authority granted on 20 May 2002 which is to remain in
existence, authorise the Directors to allot a total of £1,125,000 nominal amount
of equity securities, equating to 22,500,000 shares and representing
approximately 64 per cent. of the issued share capital of the Company as at 11
July 2002 for cash without first being required to offer such shares to existing
shareholders.

Cancellation of inclusion of shares on the Official List of the United Kingdom
Listing Authority ('UKLA') ('Listing')

I draw your attention to the following extract from the statement made at the
Company's extraordinary general meeting on 20 May 2002 and which is still
relevant at the date of this Circular:

'Following completion of the sale, the Group's major trading asset will be
Exemplar, which is majority-owned by Diligenti. In order, therefore, to comply
with Rule 3.6 of the Listing Rules of the UKLA (the 'Listing Rules') and to have
the suspension of its shares lifted, InterX must control Diligenti and
demonstrate to the UKLA the suitability of the Group for Listing. InterX
currently holds 34 per cent. of Diligenti's issued share capital.

InterX has entered into option agreements with other Diligenti shareholders to
increase its holding of Diligenti's issued share capital, for nominal
consideration, to approximately 95 per cent. The exercise of these options is
conditional on the funding by InterX of the CVA and other restructuring actions
in relation to the Diligenti Group having been completed. These option
agreements expire on 31 December 2002. However, prior to the exercise of these
options, in addition to the conditions outlined above, InterX requires the
completion of the fundraising by Exemplar which is currently being undertaken.

The exercise of these options is likely to be deemed a reverse takeover under
the Listing Rules and as such would be subject to Shareholder approval. This
will involve the publication of a further circular, at a significant cost to the
Company. Such a circular would have to contain a positive working capital
statement for the enlarged Group which, notwithstanding the current financial
position of Exemplar, the Company could not currently give owing to continuing
office rental liabilities and advisers' fees in relation to this new
transaction.

The Board has considered providing Shareholders with an alternative market for
its Shares and has, as previously reported, been investigating the possibility
of admission of its Shares to the Alternative Investment Market of the London
Stock Exchange ('AiM'), where it is anticipated that the costs of maintaining a
Listing would be reduced, especially in relation to completing the on-going
reorganisation of the Group.

The results of this investigation have identified that, as at today, the Company
is not in a position to be admitted to trading on AiM, because the Board is not
in a position to make a firm commitment with regard to the Company completing
the reverse takeover of InterX by Diligenti. To make this firm commitment the
Board is required to be confident that a positive working capital statement for
the enlarged Group would be made at the time the reverse takeover is completed.
The enlarged Group would also have to comply with the AiM Rules. A reverse
takeover, while the Group's Shares are trading on AiM would still require
Shareholder approval and the publication of a circular.

Notwithstanding the above, the Board is committed to maximising the value of the
Group's assets and implementing the most cost-effective and appropriate method
of returning that value to Shareholders, while being mindful of the need for a
liquid market in the Company's shares.

The Board continues to review all options for value realisation and will report
back to Shareholders in due course'.

It should be noted that the market capitalisation of the Group, based on a share
price of 9.75p, being the mid-price at the time the Shares were suspended from
trading on the London Stock Exchange's market for listed companies was £3.41
million. Under the Listing Rules, this means that any transaction entered into
by the Company with a value in excess of approximately £850,000 may require a
further circular, since it may be deemed to be a Class 1 transaction, and
therefore, inter alia, Shareholder approval would be required.

The Board has carefully considered all of the advantages for both Shareholders
and the Company of maintaining the Listing and the Board has reached the
conclusion that the costs and management time associated with maintaining the
Listing are of such materiality, given the Company's current financial position,
that it is more appropriate that the relevant funds and management focus is
applied entirely to securing the future of Exemplar.

The Board has therefore concluded that it is now appropriate for InterX to seek
formally a cancellation of its Listing. This Circular gives formal notice to
Shareholders that on 16 August 2002 InterX's Listing will be cancelled.

The Board acknowledges that Shareholders will then have no formal market in
which to trade their Shares. Accordingly, all transactions in any Shares will be
the subject of private arrangements. The Company's registrars will still be
available to deal with the registration of Shareholders' interests.

Shareholder Protection

The Board is particularly mindful of the need to ensure that in the absence of
any requirement to comply with the Listing Rules, Shareholders are protected.
Accordingly, the Board is proposing the following measures to ensure
Shareholders' interests are protected at all times:

  • I have agreed to remain chairman of the Company. I have further agreed
    that instead of taking remuneration in the form of cash I will enter into a
    share option arrangement with the Company;

  • the Board will not exercise its rights to issue Shares, including for
    fundraisings (except Shares which are to be issued to TiG under the Option
    Agreement and the £175,000 maximum nominal amount to be issued under the
    InterX Share Option Schemes), the effect of which would dilute Shareholders'
    holdings by more than 50 per cent. of the current nominal issued share
    capital of the Company. The Board would seek Shareholder approval before
    issuing any Shares the effect of which would be to create any such dilution;
    and

  • half-yearly trading updates will be sent to Shareholders.

The Board believes that the measures above ensure that Shareholders are
protected whilst at the same time providing executive management with the
flexibility to enter into transactions which are expected to secure the future
of the Group without requiring formal Shareholder approval on each occasion,
which is both expensive and time-consuming.


Board Changes

The Board considers it appropriate, given its size, its proposed non-listed
status, and the reduced number of executive Directors, namely Simon Barker and
Simon Miesegaes, that the Company should have only one non-executive Director.
Accordingly, David Lee has agreed to resign from the Board with effect from the
date of this Circular.

Change of Name

InterX will change its name upon the passing of the Second Resolution to Danogue
plc and Danogue Limited will change its name to Compareware Limited. Under the
Sale Agreement, it was agreed that InterX would change its name by 31 October
2002.

Change of Accounting Reference Date

In order to bring the Company's accounting reference date into line with that of
Exemplar, it is proposed to change the accounting reference date of InterX from
30 June to 31 December. Shareholders will, in September 2002, be sent a trading
update as at 30 June 2002 and at half yearly intervals thereafter.

Extraordinary General Meeting

An Extraordinary General meeting is to be held at 10.00am on 15th August 2002 at
27 Great West Road, Brentford, Middlesex TW8 9AS, at which the two special
resolutions will be proposed.


Contact:

Simon Barker                  0208 817 4000
Simon Miesegaes               0208 817 4000



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