8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of Report (date of earliest event reported): May 3, 2000


                             INTERNET HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


    UTAH                             0-26888                    13-3758042
(State or Other                    (Commission                 (IRS Employer
  Jurisdiction)                    File Number)              Identification No.)

            16 Curzon Street, Mayfair, London, United Kingdom W1Y 7FF
                    (Address of principal executive offices)


     Registrant's telephone number, including area code: 011 44 207 409 1600







ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

A.  Offer to Acquire Radical Technology Plc

     On March 3, 2000, Internet Holdings, Inc. (the "Company") offered to
acquire all of the issued and outstanding shares of Radical Technology Plc
("RadTech") in a stock-for-stock transaction (the "Offer"). Pursuant to the
Offer, the Company offered 50 shares of its common stock (the "Exchange Stock")
for every 143 shares of capital stock of RadTech. Assuming full acceptance of
the offer, 1,281,714 shares of the Company will be issued, constituting
approximately 7.7% of the Company's outstanding shares. The Exchange Stock will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"). However, as a condition of the Offer, within twelve months of the date of
issue of the Exchange Stock, the Company shall file a registration statement
with the Securities and Exchange Commission (the "Commission") covering the
Exchange Stock. Furthermore, during this twelve month period, the Company shall
not file a registration statement covering any shares held by STG Holdings Plc,
the largest single shareholder of the Company. As of May 19, 2000, shareholders
holding approximately 85.35% of the RadTech shares have irrevocably undertaken
to accept the Offer, making the acquisition unconditional.

     RadTech is a publicly quoted English company whose shares are traded on the
London Stock Exchange OFEX market. RadTech is a computer software developer,
business systems integrator and package software supplier. The majority of its
current products and services are Internet/Intranet related, primarily utilizing
Microsoft(R) development tools. The Company's management believes that RadTech
will serve as the Company's base for incubation facilities. Furthermore,
management expects that RadTech can offer `value added' investment to incubator
businesses by immediately supplying office space, operational assistance,
capital support, industry experience and access to a strategic network of
business relationships.

     Stefan Allesch-Taylor, the President and Chief Executive Officer of the
Company, is also a non-executive director of RadTech.

B.  Acquisition of Ferman AG

     On May 3, 2000, the Company entered into a Heads of Terms contract to
acquire 51% of the equity of Ferman AG ("Ferman"), a Swiss investment company,
from Dr. Alexander Nill and Fortman Cline AG (collectively, the "Vendors").
Pursuant to the contract, the Company will issue to the Vendors 3,360,000 shares
of common stock. The closing of this transaction is subject to certain
conditions and it is anticipated that the transaction will be completed by July
31, 2000. The Vendors have guaranteed that upon closing of the transaction the
value of 51% of the net assets of Ferman to be acquired by the Company will be
not less than $42 million. Such guaranty will be secured by cash and/or
marketable securities.

                                       2




     Ferman is an independent investment company that invests in public and
privately held growth companies. In selecting its investments, Ferman focuses on
Internet companies who develop Internet enabling software, e-commerce, software,
telecommunications, and multimedia. Ferman's principal holdings are primarily
comprised of European Internet and software companies including Top Tier
Software, SGA Research and Newtron.

     Ferman seeks to take minority stakes in companies with an average
investment size of Euro 1 to 5 million. If an investment syndicate is
established, the investment size may reach up to Euro 10 million. Ferman
typically maintains its investments in portfolio companies for a period of 1 to
4 years.

     Ferman considers itself to be an entrepreneurial partner and, apart from
capital, provides its portfolio companies with comprehensive advice and a
widespread network of contacts. Based on a strong position in Switzerland, the
vision of the Company is to become a leading venture capital company within the
next three years. Ferman will continue to differentiate itself from comparable
companies by pursuing synergistic investments and actively harvesting these
synergies through its management involvement.

     Unlike typical venture capital firms, Ferman's management team blends
critical experience in finance and banking, business development, consulting,
investor relations, and marketing. Although Ferman does not consider itself to
be an early stage incubator, its management team has already helped some of its
portfolio companies to set up critical business contacts, placing talent,
advising on initial public offerings and acting as a sounding board for business
ideas. Ferman has established critical systems and procedures to ensure prudent
investment selection and optimal support.

     The Company has appointed Dr. Nill to serve on its board of directors.

ITEM 5. OTHER EVENTS.

A. Exercise of Warrants Issued to Panther Capital Ltd

     On January 28, 2000, the Company entered into an underwriting agreement
with Panther Capital Ltd ("Panther") to sell shares of common stock and warrants
of the Company pursuant to an exemption from registration under Regulation S of
the Securities Act. Under the underwriting agreement, the Company sold 5,000,000
shares of its common stock, at a price of $1.00 per share, to certain
sub-underwriters named in the agreement, for whom Panther acted as lead
underwriter. In consideration for such underwriting, Panther received warrants
to purchase up to 1,000,000 shares of common stock of the Company. As of May 12,
2000, Panther exercised all 1,000,000 warrants at $1.00 per share.

                                       3




B. Appointment of New Directors

     On May 12, 2000, the board of directors of the Company appointed Martin
Lechner, Rajeev Misra, Dr. Alexander Nill and Dr. Stefan Fleissner as directors
of the Company, effective immediately.

     Dr. Alexander Nill has 5 years of experience in private equity investment
in the Internet and technology sectors. In 1996, Dr. Nill joined Sparta
Beteiligungen AG where he built up and headed the private equity division. He
was appointed to the Board of Directors in 1997. In 1999, Dr. Nill was appointed
President and Chief Executive Officer of Sparta UK Ltd in London. Dr. Nill is
Chairman of the advisory board for Red Cube AG and Vice Chairman of the advisory
board for IQ Capital AG. Dr. Nill received a BA from Maximilian University, an
MBA from the European University in Munich, and a PhD in Economics from Oxford
University.

     Martin Lechner is a Co-Founder of IQ Capital AG and Executive Board Member
of IQ Capital SGA, respectively German and Swiss venture capital corporations.
From 1991 to 1996, he gained extensive investment banking and fund management
experience, having served in numerous capacities at Dresdner Kleinwort Benson
(Frankfurt), Keppler Asset Management (New York), and Foreign & Colonial
(London). He currently serves on the Supervisory Board of several US and
European companies including TopTier Software, a San Jose based software
solution provider via the Internet, and Open Mind Systems, a Swiss software
content management provider. Mr. Lechner received his degree as Dipl. Kfm. in
Economics at the University of Passau.

     Rajeev Misra is currently a managing director at Deutsche Bank, having
joined the Fixed Income Division in July 1995. He is responsible for building
Deutsche Bank's structured credit (credit derivatives, securitization, tax, and
repackaging) distribution effort in Western and Eastern Europe. Mr. Misra has
seven years of Investment Banking experience in Europe, and has established
numerous senior management relationships with financial institutions and money
managers. From 1986 to 1989, he worked as a manager for a software development
team at Microsoft Corp. Mr. Misra has a Bachelors degree in Computer Science
from the University of Pennsylvania and an MBA from the Sloan School of
Management at the Massachusetts Institute of Technology.

     Dr. Stefan Fleissner founded IMAGES Communications and New Media AG, an
Internet and multimedia design agency, in 1991. He served as Chief Executive
Officer, focusing mainly on strategic planning, brand marketing and investor
relations. In 1999, he became an Executive Board member of IQ Capital AG, a
Swiss venture capital company with responsibilities for equity management,
e-commerce and corporate planning. Dr. Fleissner is a director of IQ Capital
Asia PLC in Singapore and a member of the advisory board of Internet-schule.com
in Munich. He has an honors degree in business management from Munich University
and a doctorate in Economics from Innsbruck University.

                                       4



ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA INFORMATION AND EXHIBITS

(a) Financial Statements of Businesses Acquired*

(b) Pro-Forma Financial Information*

(c) Exhibits

Number                       Description

2.1  Offering Document to acquire shares of Radical Technology Plc.

2.2  Heads of Terms Agreement by and among Internet Holdings, Inc., Dr.
     Alexander Nill and Fortman Cline A.G. to acquire Ferman A.G., dated May 3,
     2000.


- ----------
* To be filed by amendment.


                                       5




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            INTERNET HOLDINGS, INC.

May 23, 2000                                By: /s/ Jason Forsyth
                                                ----------------------
                                                Jason Forsyth,
                                                Chief Financial Officer


                                       6

EX-2.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in
any doubt about the action you should take, you are recommended to seek your own
independent  financial advice from your  stockbroker,  solicitor,  accountant or
other independent  financial adviser authorised under the Financial Services Act
1986.

This  document  should  be read in  conjunction  with the  accompanying  Form of
Acceptance.

If you have sold or transferred all your Ordinary  Shares in Radical  Technology
plc,  please send this  document and the  accompanying  Form of  Acceptance  and
reply-paid  envelope as soon as possible to the purchaser or  transferee,  or to
the  stockbroker,  bank or other agent  through  whom the sale or  transfer  was
effected, for transmission to the purchaser or transferee.

Corporate  Synergy  PLC,  which  is  regulated  by the  Securities  and  Futures
Authority,  is acting for Internet  Holdings,  Inc. in connection with the Offer
and  no-one  else and will not be  responsible  to anyone  other  than  Internet
Holdings,  Inc. for providing the protection  afforded to customers of Corporate
Synergy PLC nor for providing advice in relation to the Offer.

Capital  Strategy  Plc,  which  is  regulated  by  the  Securities  and  Futures
Authority, is acting for Radical Technology plc in connection with the Offer and
no one else,  and will not be  responsible  to any  person  other  than  Radical
Technology  plc for  providing the  protection  afforded to customers of Capital
Strategy Plc or for providing advice in relation to the Offer.


                              Recommended Offer for

                             Radical Technology plc

                                       by

                              Corporate Synergy PLC

                                  on behalf of

                             Internet Holdings, Inc

A letter  of  recommendation  to  accept  the  Offer  from  Philip  Roberts,  an
independent director of Radical is set out in Part 2 of this document.

ACCEPTANCES SHOULD BE DESPATCHED AS SOON AS POSSIBLE,  AND IN ANY EVENT SO AS TO
BE  RECEIVED  NO LATER  THAN  3.00  P.M ON 20  APRIL  2000.  The  procedure  for
acceptance  of the  Offer  is set  out in  Part 3 of  this  document  and in the
accompanying Form of Acceptance.




The New Internet  Shares  described in this  document  have not been  registered
under the United  States  Securities  Act of 1933.  Internet is offering the New
Internet  Shares  to  Radical  Shareholders  in a  transaction  exempt  from the
registration   requirements  of  the  Securities  Act  under  section  4(2)  and
Regulation D promulgated  under it or Regulation S promulgated under it. The New
Internet  Shares  may  not be  offered  or  sold  in the  United  States  unless
registered  under  the  Securities  Act or an  exemption  from  registration  is
available.  Further, hedging transactions with regard to the New Internet Shares
may not be conducted  unless in compliance with the Securities Act. Please refer
to Part 3 of this document for further details.

Throughout  this  document,  dollar amounts have been converted into pounds at a
rate of $1.59 : (pound)1.



                                     PART 1

        LETTER FROM THE INDEPENDENT DIRECTORS OF _INTERNET HOLDINGS, INC.







Directors:

Stefan P Allesch-Taylor (Executive Chairman)

116 John Street
Nicholas H Thistleton (Executive Director)
Suite 1313
Sir Euan A-G Calthorpe Bt (Non-executive Director)

New York

NY 10038

USA


      30 March 2000

Dear Radical Shareholder





                          Recommended offer for Radical

On 3 March 2000,  we announced  the terms of a  recommended  offer to be made by
Corporate  Synergy on our behalf,  to acquire  the whole of the issued  ordinary
share capital of Radical.  Stefan  Allesch-Taylor is a director of both Internet
and  Radical  and has  taken  no  part in  Internet's  directors'  or  Radical's
directors' deliberations. I am writing on behalf of the independent directors of
Internet,  being Sir Euan  A-G-Calthorpe  and myself, to explain certain factors
why the Internet board decided to make the Offer.

Internet was originally  incorporated in the State of Utah, USA with file number
07363 on 8 March 1977, under the name Trolley Enterprises, Inc. Over the last 20
years  Internet has been  involved in a number of reverse  acquisitions  in each
case changing its name to the reverse acquirer.  The name Internet Holdings, Inc
was  adopted  on 12th July  1996.  It is the only  company in the world with the
ticker  symbol HTTP. A ticker  symbol  identifies  the stock of a company on its
relevant market.

In December  1999,  Internet  appointed  its current  board and in January  2000
raised US$4.95 million, net of expenses, to pursue its strategy of investing in,
partnering  and  acquiring   businesses  involved  in  the  internet,   business
e-commerce and telephony.

Internet is an internet company  actively seeking to establish  partnerships and
acquire companies  primarily involved in the business to business e-commerce and
telephony  industries.  The  directors of Internet  intend to  specialise in the
European internet market, but will seek to draw on the financial and operational
expertise available through a wide variety of contacts  established by the board
of  Internet in the more  mature  internet  market of the USA. It is intended to
appoint further directors to the board very shortly.

Internet will partner  those  companies  where it believes  there can be a cross
fertilisation of ideas and where sharing  resources can be quickly  established.
The  directors  of  Internet  believe  it will be  able to  provide  operational
assistance,   financial  support,   industry  and  individual  European  economy
expertise and provide a strategic  link between each business  designed to bring
our partners  under one  intellectual  and economic  umbrella.  The directors of
Internet  intend that each of Internet's  partnering  companies will  ultimately
contribute  to  Internet's   financial  and  intellectual  core.  Internet  will
emphasise that they are not investors nor venture capitalists, but partners with
the companies they acquire.

The  directors  of  Internet  wish to  establish  Internet as one of the premier
e-commerce and telephony companies in Europe and is seeking to do this by:

1. -acquiring or partnering companies at an embryonic level of their life-cycle,
seeking  external  finance for the first time. The directors of Internet  intend
that the  technologies  of these  companies  will range from early  research and
development projects to pre-prototype stage;

2.  -acquiring or partnering  companies  seeking  funding for the  completion of
technology and product  development and the  commencement of marketing and sales
drives.  It is intended that these companies  would  typically have  established
small sales  revenues  and  require  assistance  to  establish a presence in the
market;




3.  -acquiring or partnering  companies  that have already  established a market
presence,  primarily in the USA, who are seeking to expand their  operations  to
the European market. The directors of Internet believe that by modifying already
successful US internet businesses to a European model they will have the benefit
of the  experiences  of those  companies at the early stage of their  respective
development and they will have the benefit of the expertise of the directors and
officers of Internet in the European countries chosen for expansion;

4. -acquiring or partnering companies involved in the telephone business, with a
particular emphasis on wireless access to the internet; and

5.  -acquiring  or  partnering  companies  involved  in software  solutions  and
supplying services to the internet  industry.  The directors of Internet seek to
establish a core  turnover  quickly,  as part of their  strategic  and financial
model. It will be through the involvement with these businesses that support can
be given to new internet businesses thereby establishing  economies of scale and
mitigating potentially significant risks.

Radical will form the core  technical  base in Europe for  Internet's  internet,
e-commerce and software development  activities and the experience and expertise
of the  management  team  at  Radical  will  substantially  assist  Internet  in
achieving its goals.


Yours sincerely


Nicholas Thistleton
Independent director


                                     PART 2

       LETTER OF RECOMMENDATION FROM THE INDEPENDENT DIRECTORS OF RADICAL



Directors:
G Robert Boot (Executive Chairman and Finance Director)
Julian A Burns (Managing Director)
Philip Roberts (Support Director)
Stefan P Allesch-Taylor (Non-executive Director)


          30 March 2000

Dear Radical Shareholder,




                          Recommended offer for Radical

1. Introduction

On 3 March 2000 Internet  announced the terms of a recommended  offer to be made
by  Corporate  Synergy on behalf of  Internet to acquire the whole of the issued
ordinary share capital of Radical.  The  consideration is to be satisfied by the
issue of New Internet Shares. Assuming full acceptance, the Offer will result in
the  issue of up to  1,281,714  New  Internet  Shares to  Radical  Shareholders,
representing 7.7 per cent of the issued share capital of Internet.

G Robert Boot,  chairman of Radical,  is a shareholder in STG which is acting in
concert with Internet and he has therefore taken no part in the deliberations of
the directors of Radical.  Stefan  Allesch-Taylor is a director of both Internet
and  Radical  and has  therefore  taken no part in the  Internet  directors'  or
Radical directors' deliberations.

I am writing on behalf of the  independent  directors of Radical  (being  Julian
Burns and myself) to explain the background to the Offer and the reasons why the
Independent Directors,  having been so advised by Capital Strategy, consider the
terms of the Offer to be fair and  reasonable  and recommend that you accept the
Offer.

The formal  Offer is set out in the letter from  Corporate  Synergy in Part 3 of
this document.

2. Terms of the Offer

The Offer is on the following basis:

     for every 143 Radical Shares   50 New Internet Shares

and so in  proportion to any other number of Radical  Shares held.  Fractions of
New Internet Shares will not be issued.

The  directors  of  Radical  and  their  immediate   families  have  irrevocably
undertaken to accept the Offer in respect of their current  beneficial  holdings
of  Radical   Shares,   totalling   1,780,000   Radical   Shares,   representing
approximately  48.6 per cent.  of Radical's  current  issued share  capital.  In
addition,  certain other shareholders have irrevocably  undertaken to accept the
Offer in respect of 294,500 Radical Shares,  representing  approximately 8.0 per
cent.  of  Radical's  current  issued  share  capital.   In  total,   therefore,
irrevocable   acceptances   have  been   received   for   shareholders   holding
approximately 56.6 per cent of Radical's Shares.

THE NEW INTERNET SHARES WILL BE UNREGISTERED  AND WILL NOT BE PUBLICLY  TRADABLE
FOR A MINIMUM PERIOD OF 12 MONTHS FROM THE DATE OF THEIR ISSUE.

Capital Strategy holds an option over 88,190 Radical Shares which is exercisable
at 100p per  Radical  Share and  intends to  exercise  its option and accept the
Offer in respect of those Radical Shares.

3. New Internet Shares

Apart from being unregistered (as explained below) the New Internet Shares to be
issued will be issued  credited as fully paid and will,  when issued,  rank pari
passu in all respects with the Internet Shares now in issue, including the right
to  receive  all  dividends  and  other  distributions  declared,  made  or paid
hereafter.  Neither  Radical nor Internet has declared a dividend nor intends to
do so in the foreseeable future.




Although the Internet  Shares are currently  traded on the NASD bulletin  board,
THE NEW Internet shares to be issued pursuant to the offer will be unregistered.
FULL DETAILS OF THE RIGHTS  ATTACHING TO THE NEW INTERNET  SHARES ARE SET OUT IN
PARAGRAPH 4 OF APPENDIX V.

Internet  has  undertaken  to the  directors  of Radical to file a  registration
statement with the SEC no later than 12 months from the date of issue of the New
Internet  Shares.  Internet has also  undertaken that during this period it will
not file a  registration  statement  with the SEC in respect of Internet  Shares
owned by STG, a company of which Stefan  Allesch-Taylor  and Sir Euan  Calthorpe
are also  directors,  as well as of Internet,  and which for the purposes of the
Offer is  regarded  as acting in  concert  with  Internet,  prior to filing  the
registration statement in respect of the Internet shares to be issued to Radical
shareholders.

Your attention is drawn to the fact that the Offer is a share for share exchange
and that no loan note or cash alternative is being provided.

4. Background to and reasons for the Offer

Based on the  statements  made by the Internet  directors,  Radical's  directors
believe that  shareholder  value can be enhanced by the combination of Radical's
technical  skills and Internet's  access to funds and its strategy in markets in
which Radical's directors are familiar and experienced.

5. Employees

The directors of Internet have confirmed that the existing employment rights of
all management and employees of Radical will be fully safeguarded.

6. Taxation

Your attention is drawn to Appendix IV set out in this  document.  If you are in
any doubt as to your own tax  position,  you  should  consult  your  independent
professional adviser immediately.

Radical  Shareholders  will lose any EIS relief and capital  gains tax  deferral
relief if they accept the Offer. Radical has applied to the Inland Revenue under
section 138 of the Taxation of Chargeable Gains Act 1992 for  confirmation  that
sections 135 and 136 will apply to Radical Shareholders who accept the Offer.

7. Action to be taken

Radical  Shareholders wishing to accept the Offer should complete and return the
enclosed  Form of  Acceptance  in  accordance  with the  instructions  contained
therein and return it to  Connaught  St.  Michaels  Limited,  PO Box 30,  Cresta
House, Alma Street,  Luton, Beds LU1 2PU, so as to arrive by not later than 3.00
p.m. on 20 April 2000.  The procedure for  acceptance is set out in paragraph 12
of the letter from Corporate  Synergy in Part 3 of this document and in the Form
of Acceptance.

8. Further information

The directors of Radical  requested the lifting of the  suspension of trading in
Radical Shares as soon as the detailed  announcement of the Offer was made. This
also provided an opportunity  for those  shareholders  not wishing to accept the
Offer to sell their Radical Shares on the OFEX market if they so wish.




Your  attention  is drawn to the  information  set out in the  remainder of this
document and in particular to the letter from Corporate  Synergy setting out the
Offer and the procedures for acceptance.

9. Recommendation

The Independent Directors,  being Philip Roberts and Julian Burns, who have been
so advised by Capital  Strategy,  consider the terms of the Offer to be fair and
reasonable  and in the  interests  of  Radical  Shareholders.  In  advising  the
Independent  Directors,  Capital Strategy has taken into account the Independent
Directors'  commercial  assessment  of  the  Offer.  The  Independent  Directors
recommend Radical Shareholders to accept the Offer as they have undertaken to do
in respect of their aggregate holdings of 1,086,000 Radical Shares, representing
30.4 per cent. of the issued share capital of Radical.


Yours sincerely


Philip Roberts
Independent Director



                                     PART 3

                        LETTER FROM CORPORATE SYNERGY PLC



                                                                   30 March 2000

                            Dear Radical Shareholder,


               Recommended offer for Radical on behalf of Internet

1. Introduction

On 3 March 2000 Internet  announced the terms of a recommended  offer to be made
by  Corporate  Synergy on behalf of  Internet to acquire the whole of the issued
ordinary share capital of Radical.  The  consideration is to be satisfied by the
issue of New Internet Shares. Assuming full acceptance, the Offer will result in
the issue of 1,281,714 New Internet Shares to Radical Shareholders, representing
7.7 per cent of the issued share capital of Internet.

The purpose of this letter is to set out the terms of the  recommended  offer by
Corporate  Synergy on behalf of  Internet  to acquire  the entire  issued  share
capital of Radical.  This letter  contains the formal Offer,  which is now being
made on behalf of Internet.




Your attention is drawn to the letter from the Independent Directors,  in Part 2
of this  document,  which sets out the  reasons  why the  Independent  Directors
consider the terms of the Offer to be fair and  reasonable  and in the interests
of Radical  Shareholders  and recommend the acceptance of the Offer, and also to
the  letter  from  the  independent  directors  of  Internet  in  Part 1 of this
document, setting out why they are making the Offer.

2. Terms of the Offer

On behalf of  Internet,  we offer to  acquire,  on the terms and  subject to the
conditions  set out or  referred  to in  Appendix  I to this  document,  all the
Radical Shares in issue on the following basis:

     for every 143 Radical Shares        50 New Internet Shares

and so in  proportion to any other number of Radical  Shares held.  Fractions of
New Internet Shares will not be issued.

THE NEW INTERNET SHARES WILL BE UNREGISTERED  AND WILL NOT BE PUBLICLY  TRADABLE
FOR A MINIMUM PERIOD OF 12 MONTHS FROM THE DATE OF THEIR ISSUE.

The Radical  Shares will be acquired by Internet  under the Offer fully paid and
free of all liens, equities, charges and encumbrances, rights of pre-emption and
any other third party rights or interests of any nature  whatsoever and together
with all rights attaching to them, including the right to receive and retain all
dividends and other distributions hereafter declared, made or paid.

Capital Strategy holds an option over 88,190 Radical Shares which is exercisable
at 100p per  Radical  Share and  intends to  exercise  its option and accept the
Offer in respect of those Radical Shares.

The  directors  of  Radical  and  their  immediate   families  have  irrevocably
undertaken to accept the Offer in respect of their current  beneficial  holdings
of  Radical   Shares,   totalling   1,780,000   Radical   Shares,   representing
approximately  48.6 per cent of  Radical's  current  issued  share  capital.  In
addition,  certain other shareholders have irrevocably  undertaken to accept the
Offer in respect of 294,500 Radical Shares,  representing  approximately 8.0 per
cent of Radical's current issued share capital. In total, therefore, irrevocable
acceptances have been received for shareholders  holding  approximately 56.6 per
cent of Radical's Shares.

Acceptances  of the Offer should be  despatched  as soon as possible and, in any
event,  so as to be received not later than 3 pm on 20 April 2000.  Instructions
on how to accept the Offer are set out in  paragraph 13 below and in the Form of
Acceptance.

3. New Internet Shares

Apart from being  unregistered (as explained below) the New Internet Shares will
be issued  credited as fully paid and will rank pari passu in all respects  with
the Internet  Shares now in issue,  including the right to receive all dividends
and other distributions  declared,  made or paid hereafter.  Neither Radical nor
Internet has declared a dividend nor expects to do so in the foreseeable future.

Although the Internet  Shares are currently  traded on the NASD bulletin  board,
THE NEW  INTERNET  SHARES  WILL BE  UNREGISTERED.  FULL  DETAILS  OF THE  RIGHTS
ATTACHING TO THE NEW INTERNET SHARES ARE SET OUT IN PARAGRAPH 11 BELOW.




Internet  has  undertaken  to the  directors  of Radical to file a  registration
statement  with the United States  Securities  and Exchange  Commission no later
than 12 months from the date of issue of the New Internet Shares.  Internet will
notify its  shareholders  when the  registration is complete.  Internet has also
undertaken  that during this  period it will not file a  registration  statement
with the United States Securities and Exchange Commission in respect of Internet
Shares  owned by STG,  a company  of which  Stefan  Allesch-Taylor  and Sir Euan
Calthorpe are also directors, as well as of Internet, and which for the purposes
of the Offer is regarded as acting in concert with Internet, prior to filing the
registration  statement  in respect of the New  Internet  Shares to be issued to
Radical Shareholders.

4. Background to and reasons for the Offer

The letter from the  independent  directors  of Internet in Part 1 explains  the
background and reasons for the Offer.

5. Information on Internet

Internet  was  incorporated  in the State of Utah,  USA, on 8 March 1977 and its
stock is traded in the USA on the NASD Bulletin Board.  Internet disposed of its
operating  business in December 1997 and currently has no operations  other than
an investment in The MDA Group PLC.

Internet intends to make strategic acquisitions in internet and internet related
businesses  in Europe,  the United  States  and other  regions as these  markets
expand.  Internet intends to effect these  acquisitions  through the purchase of
both  minority  and  majority  interests,   joint  ventures,   partnerships  and
alliances.  Internet  intends  to take an  active  role  in the  management  and
development of investee companies.

The proposed  acquisition  of Radical will  provide  Internet  with an operating
business through which it intends to build further relationships.

6. Information on STG

STG was  incorporated  in England and Wales on 22 November  1998 as Flowgilt PLC
under the Act as a public limited  company with registered  number  2320261.  It
subsequently changed its name to Worthing Premier Properties  (Holdings) PLC and
then to STG  Holdings  PLC. The  registered  office of STG is 42-46 High Street,
Esher,  Surrey KT10 9QY and its principal place of business is 16 Curzon Street,
Mayfair,  London W1Y 7FF. The  directors of STG are Stefan  Allesch-Taylor,  Sir
Euan  Calthorpe,  Luke  Chapman  and  Anthony  Berk and David  Venus is  company
secretary.  There are currently  5,428,604  STG Shares in issue.  Details of its
directors' shareholdings are set out in paragraph 3 of Appendix V.

STG is an investment company and has the following subsidiaries:

o    - Miller  STG (NI)  Limited - Miller  STG (NI)  Limited  holds an option to
     acquire a 100,000  square foot former  factory in  Londonderry  city centre
     opposite the 228,000 square foot Foyleside  Shopping Centre. It was granted
     detailed  planning  permission for a 100,000 square foot shopping centre in
     July 1999.

o    - Landmark  STG Limited - Landmark  STG Limited has  exchanged  conditional
     contracts to acquire a 4.1 acre site on Bradford Road, just off junction 27
     of the M62. The company was granted  planning  permission in August 1999 to
     build a 45,000 square foot B1 office park on the site.





o    -Metropolitan STG (Newry) Limited - this company purchased a site in Newry,
     Northern  Ireland  in  October  1999.  The site has the  benefit of outline
     planning consent for 80,000 square feet of commercial leisure development.

STG has equity stakes in the following companies:

o    -The MDA Group PLC - STG holds 3,898,206  ordinary shares of 10p pence each
     in The MDA  Group  PLC  representing  13.7  per  cent of the  issued  share
     capital.

o    -Internet - STG holds 6,480,000 Internet Shares  representing 39.1 per cent
     of the issued share capital of Internet. Stefan Allesch-Taylor and Sir Euan
     Calthorpe  are  directors  of both STG and Internet and for the purposes of
     the Offer, STG and Internet are regarded as acting in concert.

STG was admitted to trading on OFEX in December  1997.  Its shares are currently
suspended.  In the year  ended  31 March  1999,  STG made a loss  before  tax of
(pound)171,260 on nil turnover. In the year ended 31 March 1998, STG made a loss
of  (pound)268,132  on turnover  of  (pound)965.  At 31 March 1999,  STG had net
assets  of   (pound)378,522   and  at  31  March  1998  it  had  net  assets  of
(pound)446,939.

7. Information on Radical

Radical was founded in 1998 by the  directors  and senior staff of MDA Computing
Limited  to effect  the  management  buy-out of the  business  of MDA  Computing
Limited.

Radical is a bespoke computer software developer,  a business systems integrator
and package software supplier. The majority of its current products and services
are internet/intranet  related,  primarily utilising  Microsoft(R)1  development
tools.

Radical was  admitted to OFEX,  a facility  operated by J P Jenkins  Limited,  a
member of the London  Stock  Exchange  Limited,  to allow  trading  in  unquoted
companies,  on 1  December  1999 and,  at the same  time,  raised  approximately
(pound)600,000  net of expenses in order to develop its software products and to
finance the initial  development of an internet portal for the UK health sector.
Radical  announced on 14 January 2000 that it had received an approach which may
or may not lead to an offer and its shares were suspended at 97.5p.

The  directors of Radical have  warranted to Internet  that,  except for certain
disclosures  made to Internet,  to the best of their  knowledge and belief,  the
information in the  prospectus  issued by Radical and dated 28 October 1999 was,
at the date of the  announcement  of the Offer, in accordance with the facts and
was not misleading.

The  suspension of the trading of Radical  Shares on OFEX was lifted with effect
from 6 March 2000, following the announcement of the Offer.

8. Financial effects of the Offer

The following table shows, for illustrative  purposes only, and on the bases and
assumptions set out in the notes below,  the financial  effects of accepting the
Offer for a holder of Radical Shares.




                                                    Notes          Consideration
                                                                      (pound)
Market value of 143 Radical Shares                    (i)             228.80
Market value of 50 New Internet Shares               (ii)             353.77
An increase of                                                         54.6%

Notes:

(i) -The market value of the Radical Shares  represent the closing middle market
quotation of 160p as derived from Newstrack  Limited at the close of business on
28 March 2000,  being the latest  practicable  date prior to the  publication of
this document.

(ii) -In the view of  Corporate  Synergy,  based on the closing bid price of the
Internet  Shares of $12.50 on 28 March 2000 and assuming the New Internet Shares
will be  registered  in 12 months,  the value of one New Internet  Share was not
less  than  $11.25.  The  market  value of 50 New  Internet  Shares  makes  this
assumption.  For  accounting  purposes  the  acquisition  will be  valued at the
pre-suspension price of the Radical Shares on OFEX.

(iii) -No account has been taken of any liability to taxation.

The  directors of Internet do not believe that a meaningful  comparison of gross
income for an accepting Radical Shareholder can be made because neither Internet
of Radical has paid a dividend and the directors of Internet do not propose that
Internet should do so in the foreseeable future.

9. Radical's management and employees

The board of Internet holds the existing  management and employees of Radical in
high regard and looks forward to working alongside them.

Robert Boot will be appointed  Finance Director of STG_following the Offer being
declared unconditional as to acceptances.

The directors of Internet have confirmed that the existing  employment rights of
all management and employees of Radical will be fully safeguarded.

10. Current Trading and Prospects

Internet does not own an operating  business.  The directors of Internet plan to
acquire  internet  businesses in Europe,  the United States and other regions as
the markets  expand.  The size of the  acquisitions  will vary  according to the
stage of the business and the  involvement  but Internet will  generally play an
active role in the management of businesses in which it invests.

On 24 March 2000,  Internet  entered into a definitive  agreement to acquire 100
per cent. of the equity of Core Ventures  Limited,  a privately  owned  internet
venture  company.  The  consideration  is to be  satisfied  by the  issue to the
current owner of Core Ventures  Limited,  Troy  Limited,  of 1,800,000  Internet
Shares, valuing it at approximately $25,000,000.

The directors of Internet  intend to look at investment  opportunities  and will
seek to strengthen the board of Internet. The directors of Internet believe that
the prospects for the enlarged group are encouraging.





11. Non-Registration of New Internet Shares

Internet has not  registered the New Internet  Shares under the Securities  Act.
Internet  is  offering  and  selling  the  New  Internet  Shares  to US  Radical
Shareholders in a transaction  exempt from the registration  requirements of the
Securities  Act under 4(2) and  Regulation D promulgated  under it and to non-US
shareholders in offers and sales that occur outside the US to persons other than
US  persons  ("foreign   purchasers")  in  offshore   transactions  meeting  the
requirements  of Rule 903 of  Regulation  S under the  Securities  Act.  In this
paragraph,  the  terms  "offshore  transaction",  "US and US  person"  have  the
meanings given to them in Regulation S.

New Internet  Shares which are held by non-US persons may be transferred  (i) to
other  non-US  persons  in  transactions  that occur  outside  the US within the
meaning of Regulation S under the Securities  Act; (ii) pursuant to an effective
registration statement, or (iii) any time after one year from the date of issue,
to US  persons  pursuant  to  any  available  exemption  from  the  registration
requirements of the Securities Act, and subject to the same  restriction of Rule
144 of the Securities Act as set out below.

New Internet Shares which are held by US persons are (i) publicly tradable after
one year,  subject to the volume,  manner of sale and other restrictions of Rule
144 of the  Securities  Act,  and (ii) may be sold (A)  pursuant to an effective
registration statement or (B) pursuant to any other available exemption from the
registration requirements of the Securities Act.

In addition,  New Internet Shares which are held for two years by non-affiliates
of Internet, who have held such status for at least 90 days, are freely tradable
pursuant to Rule 144(K) of the Securities Act.

Internet accredited investor requirements for US Radical Shareholders

Holders  of Radical  Shares  who are US  residents,  citizens  or are  otherwise
subject to the federal and state  securities  law of the United  States will, if
they have not already done so, be required to complete an accredited  investment
questionnaire  so that Internet may ascertain  whether the issue of New Internet
Shares to US  shareholders  of Radical would be exempt from  registration  under
section 4(2) of the  Securities  Act and Rule 506 of  Regulation  D  promulgated
under it.

The  availability  of such  exemption is  dependent  in part on the  "investment
intent" of each US Radical  Shareholder  receiving New Internet Shares.  Each US
Radical  Shareholder  by  accepting  New  Internet  Shares  will be  required to
represent  to  Internet  that  he is  acquiring  the  New  Internet  Shares  for
investment purposes only and without a view to resell or distribute them.

Regulation S requirements for non-US Radical Shareholders

INTERNET IS OFFERING THE NEW INTERNET  SHARES TO NON-US RADICAL  SHAREHOLDERS IN
OFFERS  AND SALES  THAT OCCUR  OUTSIDE  THE US TO PERSONS  OTHER THAN US PERSONS
("FOREIGN PURCHASERS") IN OFFSHORE TRANSACTIONS MEETING THE REQUIREMENTS OF RULE
903 OF REGULATION S UNDER THE SECURITIES  ACT. EACH NON-US RADICAL  SHAREHOLDER,
BY  ACCEPTING  NEW  INTERNET  SHARES,  WILL BE REQUIRED TO REPRESENT TO INTERNET
THAT:

(i) -he is not a US person  and is not  acquiring  New  Internet  Shares for the
account or benefit of any US person;





(ii) -he agrees to resell such securities only in accordance with the provisions
of  Regulation  S pursuant  to an  effective  registration  statement  under the
Securities Act, or pursuant to another  available  exemption from  registration,
and he will conduct  hedging in  transactions  involving the New Internet Shares
only in compliance with the Securities Act.

12. Taxation

Set out in Appendix IV "UK and US Tax  Considerations" is a general guide to the
tax position  under the current UK and US law. Any person who is in any doubt as
to his tax position,  or who is subject to tax in a jurisdiction  other than the
UK, should consult his own professional adviser.

13. Procedure for acceptance of the Offer

This section should be read in conjunction with Part C of Appendix I.

(i) To accept the Offer

To accept the Offer in respect of all your  Radical  Shares,  you must  complete
Boxes 1 and 3 of the enclosed Form of Acceptance. In all cases you must sign Box
2 in the  presence  of a witness,  who should also sign in  accordance  with the
instructions printed in it.

(ii) Return of Form of Acceptance

The Form of  Acceptance,  duly  completed  and signed,  should be completed  and
returned to  Connaught St Michaels  Limited,  P.O. Box 30,  Cresta  House,  Alma
Street, Luton, Bedfordshire LU1 2PU as soon as possible, but in any event, so as
to be received no later than 3.00 p.m. on 20 April 2000.

If you have any  questions  on how to complete  the Form of  Acceptance,  please
telephone Connaught St. Michaels on 01582 405333.

A reply  paid  envelope  is  enclosed  for your  convenience  and may be used by
Radical  Shareholders  for returning  the Form of  Acceptance  within the UK. No
acknowledgement  of receipt of document will be given. The instructions  printed
on the Form of Acceptance are deemed to form part of the terms of the Offer.

(iii) Documents of title

A completed and signed Form of Acceptance  must be  accompanied  by the relevant
share certificate(s) and or/other document(s) of title and should be returned by
post or hand to  Connaught St Michaels  Limited.  If for any reason the relevant
share  certificate(s)  and/or  other  document(s)  of title  is/are not  readily
available or is/are lost, you should nevertheless  complete,  sign and lodge the
Form of Acceptance as stated above so as to be received by Connaught St Michaels
Limited not later than 3.00 pm on 20 April 2000  accompanied by a letter stating
that the  balance  will  follow as soon as possible or that you have lost one or
more of your share  certificate(s)  and/or document(s) of title. You should then
arrange for the relevant share  certificate(s)  and/or  documents of title to be
lodged with Connaught St Michaels Limited.  In the case of loss, you should then
write to the registrars of Radical, Harford Registrars at Harford House, 101-103
Great  Portland  Street,  London W1N 6LL, for a letter of indemnity for the lost
share  certificate(s)  and/or  document(s)  of title  which,  when  completed in
accordance with the instructions  given,  should be sent by post to Connaught St
Michaels Limited,  P.O. Box 30, Cresta House, Alma Street,  Luton,  Bedfordshire
LU1 2PU.




Acceptance of the Offer where your Radical  Shares are in  uncertificated  form,
that is, in CREST

To accept the Offer, the Form of Acceptance must be completed in accordance with
the instructions on it and returned by hand or by post to Connaught St Michaels,
PO Box 30, Cresta House,  Alma Street,  Luton,  Bedfordshire  LU1 2PU as soon as
possible,  but in any  event to be  received  no later  than 3.00 pm on 20 April
2000.

If your Radical Shares are in uncertificated form, you should insert in box 4 of
the Form of Acceptance the participant ID and member account ID under which such
Radical  Shares are held by you in CREST and  otherwise  complete and return the
Form of Acceptance as described above. In addition,  you should take, or procure
to be taken,  the action set out below to transfer the Radical Shares in respect
of which you wish to accept the Offer to an escrow balance, specifying Connaught
St Michaels,  in its capacity as a CREST participant under Connaught St Michaels
participant ID referred to below as the escrow agent, as soon as possible and in
any event so that the  transfer  to escrow  settles  no later than 3.00 pm on 20
April 2000.

If you are a CREST  sponsored  member,  you should  refer to your CREST  sponsor
before taking any action.  Your CREST sponsor will be able to confirm details of
your  participant  ID and the member  account ID under which your Radical Shares
are held.  In  addition,  only your CREST  sponsor  will be able to send the TTE
instruction to CRESTCo which must be properly  authenticated  in accordance with
CRESTCo's  specifications  and which  must  contain,  in  addition  to the other
information  that is  required  for a TTE  instruction  to settle in CREST,  the
following  details:

o    -the number of Radical Shares to be transferred to an escrow balance;
o    -your  member  account  ID which  must be the  same  member  account  ID as
     inserted in box 4 of the Form of Acceptance;
o    -your  participant ID which must be the same  participant ID as inserted in
     box 4 of the Form of Acceptance;
o    -the  participant  ID of the  escrow  agent.  This is 7RA02;  o the  member
     account ID of the escrow agent. This is RADICAL;
o    -the Form of Acceptance Reference Number which is the reference number that
     appears on page 3 of the Form of Acceptance.  This Reference  Number should
     be inserted in the first eight  characters  of the shared note field on the
     TTE instruction.  Such insertion will enable Connaught St Michaels to match
     the  transfer  to escrow  to your Form of  Acceptance.  You  should  keep a
     separate record of the Reference Number for future reference;
o    -the  intended  settlement  date which should be as soon as possible and in
     any event not later than 3.00 pm on 20 April 2000; and
o    -the  corporate  action number for the Offer.  This is allocated by CRESTCo
     and can be found by viewing the relevant corporate action details in CREST.

After  settlement  of the TTE  instruction,  you will not be able to access  the
Radical Shares concerned in CREST for any transaction or charging  purposes.  If
the Offer becomes or is declared unconditional in all respects, the escrow agent
will  transfer  the  Radical  Shares  concerned  to  itself in  accordance  with
paragraph 6 of appendix 1 of part B of this document.

You are  recommended  to refer to the CREST  manual  published  by  CRESTCo  for
further  information  on the  CREST  procedures  outlined  above.  For  ease  of
processing,  you are  requested,  wherever  possible,  to ensure  that a Form of
Acceptance relates to only one transfer to escrow.





If no Form of Acceptance  Reference  Number,  or an incorrect Form of Acceptance
Reference  Number,  is included on the TTE  instruction,  Internet may treat any
amount of  Radical  Shares  transferred  to an escrow  balance  in favour of the
escrow  agent  specified  above from the  participant  ID and member  account ID
identified in the TTE instruction as relating to any Form(s) of Acceptance which
relate(s) to the same member  account ID and  participant ID up to the amount of
Radical  Shares  inserted or deemed to be inserted on the Form(s) of  Acceptance
concerned.

You should note that CRESTCo does not make available special procedures in CREST
for any particular corporate action.  Normal system timings and limitations will
therefore apply in connection  with a TTE  instruction  and its settlement.  You
should  therefore  ensure that all necessary  action is taken by you, or by your
CREST sponsor,  to enable a TTE  instruction  relating to your Radical Shares to
settle prior to 3.00 pm on 20 April 2000. In this  connection,  you are referred
in  particular  to those  sections  of the  CREST  Manual  concerning  practical
limitations of the CREST system and timings.

(iv)  Validity of acceptances

Internet and Corporate  Synergy  reserve the right,  subject to the terms of the
Offer and the City Code, to treat as valid in whole or in part any acceptance of
the Offer which is not entirely in order or is not  accompanied  by the relevant
share  certificate(s)  and/or other documents of title.  In that event,  the New
Internet  Shares  will  not  be  despatched   until  after  the  relevant  share
certificate(s)  and/or  document(s)  of title  or  indemnities  satisfactory  to
Internet and Corporate Synergy has/have been received.

(v) Overseas shareholders

The  attention  of  Radical  Shareholders  who  are  citizens  or  residents  of
jurisdictions outside the UK and of any person,  including,  without limitation,
any  custodian,  nominee or trustee who may have an  obligation  to forward this
document outside the UK, is drawn to appendix IV to this document.

The  availability of the Offer to persons not resident in the UK may be affected
by laws of the  relevant  jurisdiction.  Persons who are not  resident in the UK
should inform themselves about and observe any applicable requirements.

If you are a resident in any jurisdiction  other than the UK, you are advised to
consult an independent professional adviser immediately.

14. Settlement

Subject to the Offer becoming or being declared  unconditional  in all respects,
definitive  share  certificates for the New Internet Shares to which any Radical
Shareholder  is  entitled  under  the Offer  will be  issued  (i) in the case of
acceptances  received,  valid and complete in all respects, by the date on which
the Offer becomes or is declared  unconditional in all respects,  within 14 days
of such date, or (ii) in the case of acceptances received, valid and complete in
all  respects,  after  the  date on  which  the  Offer  becomes  or is  declared
unconditional  in all respects but while the Offer remains open for  acceptance,
within 14 days of such receipt.

Definitive  certificates for the New Internet Shares will be dispatched by first
class post or airmail.





If the Offer does not become or is not  declared  unconditional  in all respects
the completed Form of Acceptance,  share  certificate(s)  and/or  document(s) of
title will be  returned  by post (or by such other  method as may be approved by
the Panel)  within 14 days of the Offer  lapsing,  to the person or agent  whose
name and address are set out in Box 3 of the Form of  Acceptance  or, if none is
set out, to the first named holder at his address, All documents and remittances
sent by, to or from Radical  Shareholders  or their agents will be sent at their
own risk.

15. Further information

Your attention is drawn to the further  information in the Appendices which form
part of this document.


Yours faithfully


Justin Lewis
Director



                                   Appendix I

                         Part A: Conditions of the Offer

1. Conditions of the Offer

The Offer (which in this Appendix, save where the context otherwise requires) is
subject to the following conditions:

(a) -valid  acceptances being received (and not, where permitted,  withdrawn) by
no later than 3.00 p.m. on 20 April 2000 or such later time(s) and/or date(s) as
Internet may,  subject to the rules of the City Code,  decide for Radical Shares
carrying more than 50 per cent. of the voting rights currently  exercisable at a
general  meeting of  Radical  by all  Radical  shareholders,  including  for the
purpose of this  condition,  to the extent (if any)  required by the Panel,  any
such voting rights  attaching to any Radical Shares that may be  unconditionally
allotted or issued before the Offer becomes or is declared  unconditional  as to
acceptances  (whether pursuant to the exercise of any outstanding  conversion or
subscription rights or otherwise),  and, for this purpose,  Radical Shares which
have been  unconditionally  allotted  will be deemed to carry the voting  rights
which they will carry on issue;.

(b) -the Office of Fair Trading not  indicating  that it is the intention of the
Secretary of State to refer the proposed acquisition of Radical by Internet,  or
any matters arising there from, to the Competition Commission;

(c)  -no   government  or   governmental,   quasi-governmental,   supranational,
statutory,  regulatory or investigative body,  authority (including any national
antitrust  or merger  control  authorities),  court or any other  person or body
whatsoever in any jurisdiction (each a "Third Party") having,  prior to the date
on which the Offer becomes or is declared  unconditional  in all respects,  done
anything which, in each case, would or might:





     (i) -make the Offer or its  implementation,  or the acquisition or proposed
acquisition  by Internet or any of its  subsidiary  undertakings  or  associated
undertakings (including any joint venture, partnership, firm or company in which
any member of the Internet Group (aggregating their interests) has a substantial
interest)  (together,  the "Wider Internet  Group") of any shares in, or control
of,  Radical  or  any  of  Radical's   subsidiary   undertakings  or  associated
undertakings (including any joint venture, partnership, firm or company in which
Radical  and/or  any  such  undertaking  (aggregating  their  interests)  has  a
substantial  interest)  (together,  the "Wider  Radical  Group"),  or any of the
assets of such a member,  void, illegal or unenforceable under any jurisdiction,
or otherwise, directly or indirectly,  restrain, prohibit, restrict or delay the
same,  impede  or impose  additional  conditions  or  obligations  with  respect
thereto, or otherwise challenge or interfere to a material extent therewith;

     (ii) -impose any limitation on, or result in a delay in, the ability of any
member  of the  Wider  Internet  Group  to  acquire,  or to hold or to  exercise
effectively, directly or indirectly, all or any rights of ownership in shares or
other  securities (or the  equivalent)  in, or to exercise  voting or management
control over, any member of the Wider Radical Group;

     (iii) -save  pursuant to the Offer or Part XIIIA of the Companies Act 1985,
require any member of the Wider  Internet  Group or the Wider  Radical  Group to
acquire,  or to offer to  acquire,  to a  material  extent,  any shares or other
securities  (or the  equivalent)  in, or any asset  owned by,  any member of the
Wider  Radical  Group owned by any third party;  (iv) -require any member of the
Wider Radical Group and/or the Wider  Internet  Group to sell, or offer to sell,
any shares or other  securities (or the  equivalent)  in, or any asset owned by,
any member of the Wider Radical Group and/or the Wider Internet Group;

     (v) -otherwise adversely affect to a material extent the business, profits,
financial or trading  positions or prospects of any member of the Wider Internet
Group or any member of the Wider Radical Group;

(d) -all applicable  waiting periods and any other time periods during which any
Third  Party  could,  in respect  of the Offer or the  acquisition  or  proposed
acquisition of any shares or other securities (or the equivalent thereof) in, or
under the control of,  Radical or any member of the Wider  Radical  Group by any
member of the Wider Internet Group institute,  implement or threaten any action,
proceedings,  suit,  investigation,  enquiry or reference  under the laws of any
jurisdiction, having expired, lapsed or been terminated;

(e) -save as  disclosed  in the audited  report and  accounts of Radical for the
year ended 31 March 1999 or in the interim  announcement for the period ended 30
September  1999 or as disclosed in writing by Radical to Internet on or before 2
March 2000 there being no  provision  of any  arrangement,  agreement,  licence,
franchise,  facility, lease or other instrument to which any member of the Wider
Radical  Group is a party or by or to which any such member or any of its assets
may be bound,  entitled or be subject and which,  in consequence of the Offer or
the  acquisition  or proposed  acquisition  by any member of the Wider  Internet
Group of some or all of the share  capital or assets of Radical or any member of
the Wider  Radical  Group or because of a change in the control or management of
Radical or any member of the Wider Radical  Group or  otherwise,  would or might
reasonably be expected to result in, to a material extent;

     (i) -any monies borrowed by, or any  indebtedness  or liability  (actual or
contingent) of any member of the Wider Radical Group being, or becoming  capable
of being declared repayable immediately or prior to their or its stated maturity
or the  ability of any such  member to borrow  monies or incur any  indebtedness
being withdrawn or inhibited;




     (ii) -the  creation  of any  mortgage,  charge or other  security  interest
wherever  existing or having  arisen over the whole or any part of the  business
property or assets of any member of the Wider Radical Group or any such security
interest becoming enforceable;

     (iii) -any such arrangement,  agreement,  licence or other instrument being
terminated or adversely  modified or any onerous obligation or liability arising
there under;

     (iv) -any assets or  interests  of, any member of the Wider  Radical  Group
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
otherwise than in the ordinary course of business;

     (v) -any member of the Wider  Radical  Group ceasing to be able to carry on
business under any name under which it presently does so;

     (vi) -the interests or business of any member of the Wider Radical Group in
or with any  person,  firm or body or the  business  of any  member of the Wider
Radical Group with any person,  firm or body (or any arrangement or arrangements
relating to any such  interest  or  business)  being  terminated,  or  adversely
modified or affected;

     (vii) -the value of, or financial or trading  position or prospects of, any
member of the Wider Radical Group being prejudiced or adversely affected; or

     (viii) -the creation of material  liabilities (actual or contingent) by any
member of the Wider Radical Group;

(f) -no member of the Wider Radical Group having, since 31 March 1999, being the
date to which the last  published  audited  report and  accounts of Radical were
made up,  save as  disclosed  in such  report  and  accounts  or in the  interim
announcement  for the period ended 30 September  1999 or otherwise  disclosed in
writing to Internet on or before 2 March 2000:

     (i) -issued or agreed to issue,  or  authorised  or proposed  the issue of,
additional  shares of any class, or securities  convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or  convertible   securities   (save  for  issues  to  Radical  or  wholly-owned
subsidiaries of Radical) or redeemed, purchased or reduced any part of its share
capital;

     (ii)  -recommended,  declared,  paid  or  made or  proposed  to  recommend,
declare,  pay or make any  bonus,  dividend  or other  distribution  other  than
dividends lawfully paid to another member of the Radical Group;

     (iii) -made or authorised or proposed or announced its intention to propose
any change in its loan capital;

     (iv)  -implemented,  authorised,  proposed or  announced  its  intention to
propose any merger, demerger,  reconstruction,  amalgamation, scheme, commitment
or acquisition  or disposal of assets or shares (or the  equivalent  thereof) in
any undertaking or undertakings,  other than, in the case of a disposal,  in the
ordinary  course of  business,  which is  material  in the  context of the Wider
Radical  Group  taken as a whole,  or entered  into or changed or made any offer
(which  remains  open for  acceptance)  to enter into or change the terms of any
contract  with any  director  or  senior  executive  of any  member of the Wider
Radical Group;

     (v) -issued, authorised or proposed, or announced an intention to authorise
or  propose,  the  issue of any  debentures  or  incurred  any  indebtedness  or
contingent liability other than in the ordinary course of business to a material
extent;




     (vi) -save for  transactions  between members of the Radical Group,  merged
with any body  corporate,  partnership  or interest  (other than in the ordinary
course of business) or disposed of,  transferred,  mortgaged or  encumbered  any
assets or any right,  title or interest in any asset (including shares and trade
investments) or authorised, proposed or announced its intention to do so;

     (vii)  -entered into or varied any contract,  transaction,  arrangement  or
commitment  (whether in respect of capital expenditure or otherwise) which is of
a long term, or unusual nature, or which involves or could involve an obligation
of such a nature or  magnitude  which is  material  in the  context of the Wider
Radical Group or which is or will be  restrictive  on the business of any member
of the Wider  Internet  Group or the Wider  Radical  Group or which  could be so
restrictive to a material extent;

     (viii)  -entered  into or  materially  varied or  authorised,  proposed  or
announced  its  intention  to enter into or vary any  contract,  transaction  or
arrangement otherwise than in the ordinary course of business;

     (ix) -waived or  compromised  any claim which is material in the context of
the Wider Radical Group;

     (x) -been  unable,  or  admitted in writing  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 any business;

     (xi) -proposed any voluntary winding up;

     (xii)  -entered into, or varied the terms of, any agreement with any of its
directors;

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

     (xiv)  -entered  into an  agreement  or passed any  resolution  or made any
proposal or announcement with respect to, or to effect, any of the transactions,
matters or events referred to in this condition (f);

(g)  -since 31 March  1999,  save as  disclosed  by  Radical  in its  report and
accounts  made up to that date or otherwise  disclosed in writing to Internet on
or before 2 March 2000:

     (i) -there  having  been no  material  adverse  change,  and no  contingent
liability or other circumstance having arisen which would or is likely to result
in any  material  adverse  change  or  deterioration  in the  business,  assets,
financial  or trading  position or profits or prospects of Radical or any member
of the Wider Radical Group;

     (ii) -no material litigation, arbitration proceedings, prosecution or other
legal  proceedings  to which any  member of the  Wider  Radical  Group is or may
become  a  party  (whether  as  plaintiff  or  defendant  or  otherwise)  and no
investigation  by any Third  Party  against  or in  respect of any member of the
Wider Radical Group having been threatened, announced or instituted or remaining
outstanding  by,  against or in respect of any member of the Wider Radical Group
which in any such case might  adversely  affect any member of the Wider  Radical
Group; and




     (iii)  -there  having been no  receiver,  administrative  receiver or other
encumbrances  appointed over any of the assets of the Wider Radical Group or any
analogous proceedings or steps taking place in any jurisdiction and there having
been no petition  presented  for the  administration  of any member of the Wider
Radical  Group  or any  analogous  proceedings  or  steps  taking  place  in any
jurisdiction.

     -For the purposes of the above conditions:

     (i)   -"parent   undertaking,"   "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 of the
Companies Act 1985; and

     (ii) -"substantial  interest" means a direct or indirect interest in 20 per
cent. or more of the voting equity capital of an undertaking.

     -Subject to the requirements of the Panel, Internet reserves the right (but
shall be under no obligation)  to waive,  in whole or in part, all or any of the
above  conditions apart from condition (a). If Internet is required by the Panel
to make an offer for Radical  Shares under the  provisions of Rule 9 of the City
Code,  Internet may make such  alterations to the above conditions of the Offer,
including  condition (a), as are necessary to comply with the provisions of that
Rule.

     -The Offer will lapse  unless all of the  conditions  set out above  (other
than  condition  (a)) have been  fulfilled  or (if capable of waiver)  waived by
midnight on  whichever  is the later of 21 days after (i) 20 April 2000 and (ii)
the date on which condition (a) is fulfilled (or such later date as Internet may
with the consent of the Panel  decide).  Internet  shall not be obliged to waive
(if capable of waiver) or to treat as satisfied any  condition  until the latest
date for the fulfilment of all conditions  referred to in the previous sentence,
notwithstanding  that the other conditions of the Offer may at such earlier 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.

2. Further terms of the Offer

Save with the  consent  of the  Panel,  the  Offer  will  lapse if the  proposed
acquisition  of Radical by Internet is  referred to the  Competition  Commission
before  the later of 3.00 p.m.  on 20 April 2000 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 persons  accepting
the  Offer  and  Internet  shall  thereupon  cease to be  bound  by  acceptances
delivered on or before the date on which the Offer so lapse.

                       Part B: Further Terms of the Offer

Unless the context  otherwise  requires,  any  reference in Parts B or C of this
Appendix I and in the Form of Acceptance:

(i) -to the  "Offer"  shall  include  any  revision,  variation  or  renewal  or
extension of the Offer (as the case may be);

(ii) -to the  "acceptance  condition"  means the  condition set out in paragraph
1(a) of Part A of this Appendix I;




(iii) -to the "Offer  becoming  unconditional"  means the  acceptance  condition
becoming or being declared  satisfied  whether or not any other condition of the
Offer remains to be fulfilled  and  references to the Offer having become or not
becoming unconditional shall be construed accordingly;

(iv) -to  "acceptances  of the Offer" shall include  deemed  acceptances  of the
Offer; and

(v) -"Offer Period" means, in relation to the Offer, the period commencing on 14
January 2000 until  whichever of the  following  dates shall be the latest:  (i)
3.00 p.m.  on 20 April 2000,  (ii) the time and date at which the Offer  lapses,
and (iii) the time and date at which the Offer become unconditional.

1. Acceptance period

(a) -The Offer will initially be open for acceptance until 3.00 p.m. on 20 April
2000. Although no revision is envisaged,  if the Offer is revised it will remain
open  for  acceptance  for a period  of at least 14 days  from the date on which
written notification of the revision is posted to Radical  Shareholders.  Except
with the  consent of the Panel,  no  revision of the Offer may be made or posted
after 15 May 2000 or, if later,  the date falling 14 days prior to the last date
on which the Offer is capable of becoming unconditional.

(b) -The Offer,  whether  revised or not,  shall not (except with the consent of
the Panel) be capable of becoming  unconditional  after  midnight on 29 May 2000
(or any earlier time and/or date beyond which Internet has stated that the Offer
will not be  extended  and in  respect  of which  it has not,  where  permitted,
withdrawn that statement), nor of being kept open for acceptance after that time
or date, unless it has previously become  unconditional,  provided that Internet
reserves the right, with the permission of the Panel, to extend the Offer to (a)
later time(s) and/or date(s). Except with the consent of the Panel, Internet may
not, for the purpose of determining  whether the  acceptance  condition has been
satisfied, take into account acceptances received or purchases of Radical Shares
made after 1.00 p.m.  on 29 May 2000 (or any  earlier  time  and/or  date beyond
which  Internet has stated that the Offer will not be extended and in respect of
which it has not withdrawn, where permitted, that statement) or, if the Offer is
so extended,  any such later  time(s)  and/or  date(s) as may be agreed with the
Panel.  If the  latest  time at which  the  Offer may  become  unconditional  is
extended beyond midnight on 29 May 2000,  acceptances  received and purchases of
Radical  Shares made in respect of which all relevant  documents are received by
Connaught St. Michaels  Limited after 1.00 p.m. on 29 May 2000 may (except where
the City Code  otherwise  permits) only be taken into account with the agreement
of the Panel.

(c) -If the Offer becomes unconditional,  it will remain open for acceptance for
not less than 14 days from the date on which it would otherwise have expired. If
the Offer has become  unconditional and it is stated by or on behalf of Internet
that the Offer will  remain  open until  further  notice,  then not less that 14
days' notice in writing will be given prior to the closing of the Offer to those
Radical Shareholders who have not accepted the Offer.

(d) -If a competitive  situation  arises after  Internet has made "no extension"
statement  and/or a "no increase"  statement in relation to the Offer,  Internet
may, if it  specifically  reserved the right to do so at the time such statement
was made, or otherwise  with the consent of the Panel,  withdraw that  statement
provided  that it  complies  with the  requirements  of the City  Code  and,  in
particular, that:

     (i) -it  announces  such  withdrawal  as soon as possible (and in any event
within four business days of the  announcement  of the competing  offer or other
competitive  situation) and Radical Shareholders are informed in writing of such
withdrawal at the earliest  practicable  opportunity  or, in the case of Radical
Shareholders with registered  addresses outside the UK or whom Internet knows to
be a nominee,  trustee or custodian holding Radical Shares for such persons,  by
announcement in the UK; and




     (ii) -any Radical Shareholders who accepted the Offer after the date of the
"no  extension"  or "no  increase"  statement are given a right of withdrawal in
accordance with paragraph 3(c) of this Part B.

     -Internet  may,  if it has  reserved  the right to do so,  choose not to be
bound by a "no  increase" or a "no  extension"  statement if it would  otherwise
prevent the posting of an increased or improved offer (either as to the value or
nature of the  consideration  offered or  otherwise)  which is  recommended  for
acceptance  by the Board of Radical or in other  circumstances  permitted by the
Panel.

(e)  -For  the  purpose  of  determining  at any  particular  time  whether  the
acceptance  condition  has been  satisfied  Internet  shall be  entitled to take
account only of those  Radical  Shares  carrying  voting  rights which have been
unconditionally  allotted  or  issued  before  that time and  written  notice of
allotment  or issue of which,  containing  all the  relevant  details,  has been
received before that time by Connaught St. Michaels  Limited from Radical or its
agents at the address specified in paragraph 3(a) of this Part B. Telex,  e-mail
or facsimile transmission will not be sufficient.

2. Announcements

(a) -By 8.00 a.m. on the business day (the  "relevant  day") next  following the
day on which the Offer is due to expire or become unconditional or is revised or
extended,  as the case may be (or such later time(s) or date(s) as the Panel may
agree),  Internet will despatch a letter to Radical  Shareholders  containing an
appropriate  announcement  of the position.  Such  announcement  will also state
(unless otherwise permitted by the Panel) the total number of Radical Shares and
rights over Radical Shares (as nearly as practicable):

     (i) -for which acceptances of the Offer have been received;

     (ii)  -acquired or agreed to be acquired by or on behalf of Internet or any
person acting in concert with it during the course of the Offer Period;

     (iii)  -held by or on behalf of  Internet  or any person  acting in concert
with it prior to the Offer Period; and

     (iv) -for which acceptances of the Offer have been received from any person
acting in concert  with  Internet,  and will specify the  percentage  of Radical
Shares represented by each of these figures.

(b) -Any  decision  to  extend  the time  and/or  date by which  the  acceptance
condition  has to be  fulfilled  may be made  at any  time  up to,  and  will be
announced not later than, 8.00 a.m. on the relevant day (as defined in paragraph
2(a) of this Part B) or such later time(s) and/or date(s) as the Panel may agree
and the announcement will (unless the Offer is then unconditional, in which case
a statement  may  instead be made that the Offer will remain open until  further
notice) state the next expiry date.  In computing  the number of Radical  Shares
represented by acceptances  and/or purchases,  there may be included or excluded
for  announcement  purposes  acceptances and purchases which are not complete in
all  respects or which are subject to  verification  save that those which could
not be counted towards fulfilment of the acceptance  condition under Notes 4 and
5 of Rule 10 of the  City  Code  shall  not  (unless  agreed  by the  Panel)  be
included.

(c) -In this  Appendix I,  references  to the making of an  announcement  or the
giving  of  notice  by or on  behalf  of  Internet  include  the  release  of an
announcement by Corporate Synergy to the press or the posting of an announcement
by or on behalf of Internet to Radical Shareholders.

3. Rights of withdrawal




(a) -If  Internet,  having  announced  the Offer to be  unconditional,  fails to
comply by 3.30 p.m. on the relevant day (or such later time(s) and/or date(s) as
the Panel may agree) with any of the other  requirements  specified in paragraph
2(a) of this Part B, an  accepting  Radical  Shareholder  may  (unless the Panel
agrees otherwise) immediately thereafter withdraw his acceptance of the Offer by
written  notice  received by hand (during normal  business  hours) or by post to
Connaught St. Michaels Limited,  P.O. Box 30, Cresta House, Alma Street,  Luton,
Bedfordshire  LU1 2PU on behalf of Internet.  Subject to paragraph  1(b) of this
Part B this right of withdrawal may be terminated not less than eight days after
the  relevant  day (as  defined in  paragraph  2(a) of this Part B) by  Internet
confirming,  if that be the  case,  that the Offer is still  unconditional,  and
complying with the other  requirements  specified in paragraph 2(a) of this Part
B. If any such confirmation is given, the first period of 14 days referred to in
paragraph  1(c) of this Part B will run from the date of such  confirmation  and
compliance.

(b) -If by 3.00 p.m. on 20 April 2000 (or such later time(s)  and/or  date(s) as
the  Panel may  agree)  the Offer has not  become  unconditional,  an  accepting
Radical  Shareholder may immediately  thereafter  withdraw his acceptance at any
time  thereafter  in the manner  referred  to in  paragraph  3(a) of this Part B
before the  earlier of (i) the time when the Offer  becomes  unconditional,  and
(ii) the final time for lodgement of acceptances which can be taken into account
in accordance with paragraph 1(b) of this Part B.

(c) -If a "no  extension"  statement  and/or a "no increase"  statement has been
withdrawn  in  accordance  with  paragraph  1(d)  of  this  Part  B any  Radical
Shareholder  who  accepted  the Offer  after that date of such a  statement  may
withdraw his acceptance  thereafter in the manner  referred to in paragraph 3(a)
of this Part B not later  than the  eighth  day after the date on which  written
notice of such withdrawal is posted to the relevant Radical Shareholder.

(d) -Except as provided by this paragraph 3,  acceptances and elections shall be
irrevocable.

(e) -In this paragraph 3, "written notice" (including any letter of appointment,
direction  or   authority)   means  notice  in  writing   bearing  the  original
signature(s)  of the  relevant  accepting  Radical  Shareholder(s)  or his/their
agent(s) duly  appointed in writing  (evidence of whose  appointment is produced
with the notice in a form reasonably satisfactory to Internet). Telex, e-mail or
facsimile  transmissions or copies will not be sufficient to constitute  written
notice.

4. Revised offer




(a) -No  revision  of the  Offer is  envisaged.  However,  if the  Offer (in its
original or any  previously  revised  form) is revised  (either in its terms and
conditions or in the value or nature of the consideration  offered or otherwise)
and such revision represents on the date on which such revision is announced (on
such basis as Corporate  Synergy may consider  appropriate) an improvement or no
diminution  in  the  value  of  the  Offer  as  so  revised  compared  with  the
consideration  or terms  previously  offered or in the  overall  value  received
and/or  retained by a Radical  Shareholder  (under the offer or otherwise),  the
benefit of the revised  Offer will,  subject to paragraphs  4(c),  4(d) and 7 of
this Part B, be made available to any Radical  Shareholder  who has accepted the
Offer in its  original or any  previously  revised  form  (hereinafter  called a
"previous acceptor").  The acceptance of the Offer by or on behalf of a previous
acceptor in its original or any previously  revised  form(s)  shall,  subject as
provided  in  paragraphs  4(c),  4(d)  and 7 of this  Part B, be  treated  as an
acceptance  of the Offer as so revised and shall also  constitute  the  separate
appointment of Internet and each of the Directors and Corporate Synergy and each
of its directors as his attorney  and/or agent with  authority (i) to accept any
such revised  offer on behalf of such  previous  acceptor,  (ii) if such revised
offer include  alternative  forms of  consideration,  to make such elections for
and/or accept such  alternative  forms of  consideration in the proportions such
attorney  and/or  agent in his  absolute  discretion  thinks  fit,  and (iii) to
execute on behalf of and in the name of such previous  acceptor all such further
documents (if any) as may be required to give effect to such acceptances  and/or
elections.

     -In making any such election and/or acceptance,  such attorney and/or agent
shall take into  account the nature of any  previous  acceptances  made by or on
behalf of the  previous  acceptor  and such  other  facts or  matters  as he may
reasonably consider relevant.

(b) -The  authorities  conferred  by this  paragraph 4 and any  acceptance  of a
revised  offer and/or any  election(s)  pursuant  thereto  shall be  irrevocable
unless  and until  the  previous  acceptor  becomes  entitled  to  withdraw  his
acceptance under paragraph 3 of this Part B and duly does so.

(c) -The deemed  acceptance  referred to in paragraph  4(a) of this Part B shall
not apply, and the authorities conferred by that paragraph shall be ineffective,
to the extent that a previous  acceptor shall lodge with Connaught St.  Michaels
Limited,  within 14 days of the posting of the document  containing  the revised
offer, a form in which he validly elects to receive the consideration receivable
by him in some other manner.

(d) -The deemed  acceptance  referred to in paragraph  4(a) of this Part B shall
not  apply,  and the  authorities  conferred  by  that  paragraph  shall  not be
exercised if as a result  thereof the previous  acceptor would (on such basis as
Corporate Synergy may consider appropriate) thereby receive less in aggregate in
consideration  under the revised  Offer than he would have received in aggregate
as a result of  acceptance  of the Offer in the form in which it was  previously
accepted by him or on his behalf. The authorities conferred by paragraph 4(a) of
this Part B shall not be exercised in respect of any  election  available  under
the revised Offer save in accordance with this paragraph 4.




(e) -Internet and Corporate  Synergy reserve the right to treat an executed Form
of Acceptance (in respect of the Offer in its original or any previously revised
form(s)) which is received dated after the  announcement of any revised Offer as
a valid  acceptance  of the  revised  offer  and/or  where  applicable,  a valid
election for or acceptance  of any of the  alternative  forms of  consideration.
Such acceptances shall constitute an authority in the terms of paragraph 4(a) of
this Part B, mutatis mutandis, on behalf of the relevant Radical Shareholder.

5.   Acceptances and purchases

     Except as otherwise agreed by the Panel:

(a) -an  acceptance  of the Offer shall not be treated as valid for the purposes
of  the  acceptance  condition  unless  the  requirements  of  Note  4  and,  if
applicable, Note 6 of Rule 10 of the City Code are satisfied in respect of it;

(b) -a  purchase of Radical  Shares by Internet or any person  acting in concert
with it or its or their  nominees will only be treated as valid for the purposes
of the acceptance  condition if the  requirements  of Note 5 and, if applicable,
Note 6 of Rule 10 of the City Code are satisfied in respect of it; and

(c) -before the Offer may become  unconditional,  Connaught St. Michaels Limited
must have issued a  certificate  to Internet  and/or to Corporate  Synergy which
states the number of Radical  Shares in respect of which  acceptances  have been
received and which comply with  paragraph 5(a) of this Part B, and the number of
Radical Shares  otherwise  acquired,  whether before or during the Offer Period,
which comply with paragraph 5(b) of this Part B. Copies of such certificate will
be sent  to the  Panel  and to the  financial  advisers  of  Radical  as soon as
possible after issue. Internet will use its reasonable endeavours to procure the
issue of such certificate.

6. General

(a) -Save with the consent of the Panel,  the Offer will lapse unless all of the
conditions  have been  satisfied  or (if  capable  of waiver)  waived or,  where
appropriate, have been determined by Internet in its reasonable opinion to be or
remain  satisfied  in each case by midnight on 29 May 2000 or by midnight on the
date which is 21 days after the date on which the Offer  becomes  unconditional,
whichever is the later,  or such later date(s) as Internet may, with the consent
of the Panel, decide. If the Offer lapses for any reason, then it shall cease to
be capable of further  acceptance  and Internet,  Corporate  Synergy and Radical
Shareholders  shall thereupon cease to be bound by prior  acceptances.  Internet
shall  be under no  obligation  to waive  (if  capable  of  waiver)  or treat as
satisfied  any  condition  listed in Part A of this Appendix I by a date earlier
than  the   latest   date   specified   above  for  the   satisfaction   thereof
notwithstanding  that the other conditions of the Offer may at such earlier date
have been  waived  or  fulfilled  and that  there  are at such  earlier  date no
circumstances  indicating  that  any  of  such  conditions  may  be  capable  of
fulfilment.

(b) -The Offer will  lapse if before  3.00 p.m.  on 20 April 2000 or the time or
date when the Offer becomes  unconditional,  whichever is the later,  either the
acquisition of Radical by Internet is referred to the Competition  Commission or
its successor.

(c) -Except with the consent of the Panel,  settlement of the  consideration  to
which any Radical Shareholder is entitled under the Offer will be implemented in
full in accordance with the terms of the Offer without regard to any lien, right
of set-off, counterclaim or other analogous right to which Internet or





Corporate  Synergy,  may otherwise be, or claim to be,  entitled as against such
Radical  Shareholder and will be effected in the manner  described in the letter
from Corporate Synergy contained in this document.

(d) -The Offer is made on 30 March 2000 and is capable of acceptance thereafter.
Copies of this document,  the form of Acceptance  and any related  documents are
available  from  Connaught  St.  Michaels  Limited,  at the  address  set out in
paragraph 3(a) of this Part B.

(e) -The terms, provisions,  instructions and authorities contained in or deemed
to be incorporated in the Form of Acceptance constitute part of the terms of the
Offer.  Words and  expressions  defined in this  document have the same meanings
when used in the Form of Acceptance, unless the context otherwise requires.

(f) -The Offer and all  acceptances  of it and all elections  pursuant to it and
the Form of Acceptance  and all contracts  made pursuant to the Offer and action
taken or made or deemed to be taken or made under any of the foregoing  shall be
governed by and construed in accordance  with English law. In respect of matters
relating to the Offer, Internet hereby submits to the jurisdiction of the Courts
of  England.  Execution  by or on behalf of a Radical  Shareholder  of a Form of
Acceptance will  constitute his  submission,  in relation to all matters arising
out of or in  connection  with  the  Offer  and the Form of  Acceptance,  to the
jurisdiction of the Courts of England and his agreement that nothing shall limit
the  right of  Internet  or  Corporate  Synergy  to bring  any  action,  suit or
proceeding  arising  out of or in  connection  with  the  Offer  and the Form of
Acceptance  in any other  manner  permitted  by law or in any court of competent
jurisdiction.

(g) -Any  reference in this  document and in the Form of  Acceptance to 20 April
2000  shall,  except  in  paragraphs  1(a) and 6(b) of this Part B and where the
context  otherwise  requires,  be  deemed,  if the  expiry  date of the Offer be
extended, to refer to the expiry date of the Offer as so extended.

(h) -Any  omission to despatch  this  document or the Form of  Acceptance or any
notice required to be despatched under the terms of the Offer to, or any failure
to  receive  the same by,  any  person to whom the Offer are made,  or should be
made,  shall not invalidate the Offer in any way or create any implication  that
the Offer has not been made to any such  person.  The Offer  extends to any such
person  and to all  Radical  Shareholders  to whom  this  document,  the Form of
Acceptance  and any  related  documents  may not be  despatched  and who may not
receive such  documents,  and such persons may collect copies of those documents
from Connaught St. Michaels  Limited at the address set out in paragraph 3(a) of
this Part B.

(i) -If the Offer  does not  become  unconditional  in all  respects,  the share
certificate(s) and/or other document(s) of title will be returned by post (or by
such other  method as may be approved by the Panel)  within 14 days of the Offer
lapsing,  at the risk of Radical Shareholder  concerned,  to the person or agent
whose name and address is set out in the relevant box of the Form of  Acceptance
or, if none is set out, to the first-named holder at his registered address.

(j) -All powers of attorney,  appointments as agent and authorities on the terms
conferred by or referred to in this Appendix I or in the Form of Acceptance  are
given by way of security for the  performance of the  obligations of the Radical
Shareholders  concerned and are irrevocable (in respect of powers of attorney in
accordance  with  Section 4 of the Powers of  Attorney  Act 1971)  except in the
circumstances  where  the  donor  of such  power  of  attorney,  appointment  or
authority is entitled to withdraw his acceptance in accordance  with paragraph 3
of this Part B and duly does so.




(k) -Without  prejudice  to any other  provisions  of this Part B,  Internet and
Corporate  Synergy reserve the right to treat  acceptances of the Offer as valid
if  received  by or on behalf of either of them at any place or places or in any
manner  determined by either of them  otherwise than as set out in this document
or in the Form of Acceptance.

(l)  -All  communications,   notices,  certificates,   documents  of  title  and
remittances to be delivered by or sent to or from any Radical  Shareholders will
be  delivered by or sent to or from them (or their  designated  agents) at their
risk. No  acknowledgement  of receipt of any Form of Acceptance,  communication,
notice, share certificate(s)  and/or other document(s) of title will be given by
or on behalf of Internet.

(m)  -Internet  and  Corporate  Synergy  reserve  the right to notify any matter
(including  the making of the Offer) to all or any  Radical  Shareholder(s)  (i)
with  registered  addresses  outside the UK or (ii) whom  Internet or  Corporate
Synergy  know  to  be  nominees,   trustees  or  custodians   for  such  Radical
Shareholder(s) with registered  addresses outside the UK by announcement or paid
advertisement  in any daily  newspaper  published and circulate in the UK or any
part  thereof,  in  which  case  such  notice  shall  be  deemed  to  have  been
sufficiently given  notwithstanding any failure by any such Radical Shareholders
to receive or see such notice,  and all references in this document to notice in
writing  (other  than  in  paragraph  3 of  this  Part  B)  shall  be  construed
accordingly.

(n) -Due  completion of a Form of Acceptance  will  constitute an instruction to
Internet that, on the Offer becoming unconditional in all respects, all mandates
and other  instructions  or notices  recorded in Radical's  records  immediately
prior to the Offer becoming so unconditional.

(o) -If  Internet is  required by the Panel to make an offer for Radical  Shares
under  the  provisions  of Rule 9 of the  City  Code,  Internet  may  make  such
alterations  to the  conditions of the Offer as are necessary to comply with the
provisions of that Rule.

(p) -All  references  in this  Appendix I to any statute or statutory  provision
shall include a statute or statutory  provision  which amends,  consolidates  or
replaces the same (whether before or after the date hereof).

(q) -All  references to time in this document and in the Form of Acceptance  are
to London time.





7.    Overseas shareholders

(a) -The making of the Offer in, or to persons  resident  in, or to nationals or
citizens  of,  jurisdictions  outside the United  Kingdom or to nominees  of, or
custodians  or trustees  for,  such  persons  ("overseas  shareholders")  may be
affected by the laws of the relevant  jurisdictions.  Such overseas shareholders
should inform themselves about and observe any applicable legal requirements. It
is the responsibility of any overseas shareholder wishing to accept the Offer to
satisfy   himself  as  to  the  full  observance  of  the  laws  and  regulatory
requirements of the relevant jurisdiction in connection therewith, including the
obtaining of any  governmental,  exchange control or other consents which may be
required,  or the  compliance  with other  necessary  formalities  needing to be
observed and the payment of any issue,  transfer or other taxes or duties due in
such  jurisdiction.  Any such overseas  shareholder  will be responsible for any
such issue,  transfer or other taxes or other payments due in such  jurisdiction
by whomsoever  payable and Internet and Corporate Synergy (and any person acting
on behalf of either of them) shall be entitled to be fully  indemnified and held
harmless by such  overseas  shareholder  for any such  issue,  transfer or other
taxes or duties as Internet  and  Corporate  Synergy  (and any person  acting on
behalf of either of them) may be required to pay.

(b)  -If you are an  overseas  shareholder  and  you  are in  doubt  about  your
position, you should consult your independent professional adviser.

                           Part C: Form of Acceptance

Each Radical  Shareholder by whom, or on whose behalf, the Form of Acceptance is
executed  (and  lodged  with  Connaught  St.  Michaels   Limited),   irrevocably
undertakes,  represents,  warrants  and agrees to and with  Internet,  Corporate
Synergy  and  Connaught  St.  Michaels  Limited  (so as to bind him,  his heirs,
successors and assigns) to the following effect:

1.   -that  the  execution  of the  Form  of  Acceptance  shall  constitute  (as
     appropriate):

     (a) -if Box 2 is  completed,  an acceptance of the basic terms of the Offer
in respect of the number of Radical  Ordinary Shares  inserted,  or deemed to be
inserted, in Box 1; and

     (b) -an  undertaking to execute any further  documents and give any further
assurances which may be required in connection with any of the foregoing,

     -in  each  case on and  subject  to the  terms  and  conditions  set out or
referred to in this document and in the Form of Acceptance and that,  subject to
the rights of  withdrawal  set out or  referred  to in  paragraph 3 of Part B of
Appendix I, each such acceptance and election shall be irrevocable provided that
if (i) no boxes are  completed;  or (ii) the  total  number  of  Radical  Shares
inserted in Box 1 is greater than the number of Radical Shares  comprised in the
acceptance; or (iii) the acceptance is otherwise completed incorrectly,  but the
Form of Acceptance is signed, it will be deemed to be an acceptance of the basic
terms of the Offer in  respect of all of the  Radical  Shares  comprised  in the
acceptance.

     -For the purposes of this Appendix I and the Form of Acceptance, the phrase
"Radical Shares  comprised in the  acceptance"  shall mean the number of Radical
Shares  inserted in Box 1 of the Form of (as  appropriate)  or, if no  number(s)
is/are  inserted  (or if the greater of (i),  (ii) and (iii) below is lower than
the number of Radical Shares inserted in Box 1 of the Form of  Acceptance),  the
greater of:




      (a) -the  relevant  Radical  Shareholder's  entire  registered  holding of
Radical Shares as disclosed by details of the register of members made available
to  Connaught  St.  Michaels  Limited  prior to the time  the  relevant  Form of
Acceptance is processed by them;

     (b) -the  relevant  Radical  Shareholder's  entire  registered  holding  of
Radical Shares as disclosed by details of the register of members made available
to Connaught St. Michaels  Limited prior to the latest time for receipt of Forms
of Acceptance which can be taken into account for determining  whether the Offer
is unconditional; or

     (c) -the number of Radical  Shares in respect of which  certificates  or an
indemnity in lieu thereof is received;

2. -that the Radical Shares in respect of which the Offer are accepted or deemed
to be accepted are sold fully paid and free from all liens,  charges,  equitable
rights, encumbrances,  rights of pre-emption and any other third party rights or
interests  of any nature  whatsoever  and  together  with all  rights  attaching
thereto on or after 30 March 2000  including  without  limitation,  the right to
receive and retain all dividends and other distributions, if any, declared, made
or paid on or after two business  days  following the day on which the Offer are
declared wholly unconditional in all respects;

3. -that the execution of the Form of  Acceptance  and its delivery to Connaught
St. Michaels  Limited will,  subject to the Offer becoming  unconditional in all
respects in  accordance  with its terms and the person  accepting  the Offer not
having validly withdrawn his acceptance,  constitute the irrevocable appointment
of Internet or Corporate Synergy as such shareholder's attorney and/or agent and
an irrevocable  instruction to the attorney and/or agent to complete and execute
all or any form(s) of transfer and/or other document(s) at the discretion of the
attorney  and/or  agent  in  relation  to  the  Radical  Shares  referred  to in
paragraphs  1 and 2 of this Part C in favour of Internet or such other person or
persons as  Internet  or its agents  may direct and to deliver  such  form(s) of
transfer  and/or  other  document(s)  in the  attorney's  discretion  and/or the
certificate(s) and/or other document(s) of title relating to such Radical Shares
for  registration  within six months of the Offer becoming  unconditional in all
respects and to execute all such other  documents  and to do all such other acts
and things as may in the opinion of such  attorney be necessary or expedient for
the purpose of, or in connection  with,  the acceptance of the Offer and to vest
in Internet or its nominees such Radical Shares;

4. -that the execution of the Form of  Acceptance  and its delivery to Connaught
St.   Michaels   Limited  will   constitute,   subject  to  the  Offer  becoming
unconditional  in all respects in accordance  with its terms and to an accepting
Radical Shareholder not having validly withdrawn his acceptance,  an irrevocable
authority and request:

     (a) -to Radical or its agents to procure the  registration  of the transfer
of the  Radical  Shares  pursuant  to the  Offer and the  delivery  of the share
certificate(s)  and/or other document(s) of title in respect thereof to Internet
or as it may direct;

     (b) -subject to the provisions of paragraph 7 of Part B of this Appendix I,
to  Internet  or its agents to procure  the  despatch  by post (or by such other
methods as may be approved by the Panel) of a cheque or cash and/or the relevant
definitive  certificate(s)  and/or  other  document(s)  of  title  to  which  an
accepting Radical  Shareholder may become entitled pursuant to his acceptance of
the Offer, at the risk of such Radical Shareholder.

5. -that the execution of the Form of  Acceptance  and its delivery to Connaught
St. Michaels Limited, will constitute the irrevocable appointment of Internet or
Corporate Synergy as such  shareholder's  attorney and/or agent (the "attorney")
within  the terms of  paragraph  4 of Part B of this  Appendix I and this Part C
with authority to execute any further documents and give any further  assurances
which may be required in connection with the matters  referred to in paragraph 4
of Part B of this Appendix I and this Part C;




6. -that,  after the Offer becomes or is declared  unconditional in all respects
(or if the Offer will become  unconditional in all respects or lapse immediately
upon the outcome of the resolution in question) and pending registration:

     (a) -Internet shall be entitled to direct the exercise of any votes and any
or all other  rights and  privileges  (including  the right to  requisition  the
convening of a general  meeting of Radical or of any class of its  shareholders)
attaching to any Radical Shares in respect of which the Offer have been accepted
or is  deemed to have  been  accepted  and not  validly  withdrawn  (but for the
avoidance of doubt,  not including any dividend paid or payable on or before the
business  days  following  the  day on  which  the  Offer  are  declared  wholly
unconditional in all respects); and

     (b) -the  execution of a Form of  Acceptance  by a Radical  Shareholder  in
respect of the Radical  Shares  comprised in such  acceptance  and in respect of
which such acceptance has not been validly withdrawn:

     (i)  -constitutes an authority to Radical from such Radical  Shareholder to
send any notice, warrant,  document or other communication which may be required
to be sent to him as a member of Radical (including any share certificate(s)) to
Internet at its registered office;

     (ii)  -constitutes an irrevocable  authority to Internet or any director of
Internet to sign any consent to short notice on his behalf  and/or attend and/or
execute  a form of  proxy  in  respect  of such  Radical  Shares  and/or,  where
appropriate,  any  appointment  pursuant  to Section 735 of the  Companies  Act,
appointing  any person  nominated  by Internet to attend  general  meetings  and
separate  class  meetings  of Radical or its  members  (or any of them) (and any
adjournments thereof) and to exercise or refrain from exercising (but subject to
the City Code) the votes attaching to such shares on his behalf, where relevant,
such votes to be cast so far as possible to satisfy any outstanding condition of
the Offer; and

     (iii)-will also constitute the agreement of such Radical Shareholder not to
exercise any of such rights without the consent of Internet and the  irrevocable
undertaking of such Radical Shareholder not to appoint a proxy to attend and not
himself to attend any such general meeting or separate class meeting;

     -This  authority  will cease to be valid if the  acceptance is withdrawn in
accordance with paragraph 3 of Part B of Appendix I;

7. -that he is irrevocably and unconditionally  entitled to transfer the Radical
Shares in respect of which the Form of  Acceptance  is completed  and the entire
beneficial  interest  in such  Radical  Shares in respect of which the Offer are
accepted or deemed to be accepted under the Offer will be acquired;

8. -that he will deliver to Connaught  St.  Michaels  Limited,  at either of the
addresses  referred to in paragraph 3(a) of Part B of this Appendix I, his share
certificate(s)  or other  document(s)  of title in respect of all Radical Shares
held by him in respect of which the Offer  have been  accepted  or are deemed to
have been  accepted and not validly  withdrawn,  or an indemnity  acceptance  to
Internet in lieu thereof, as soon as possible and in any event within six months
of the Offer becoming unconditional in all respects;

9. -that the terms and conditions of the Offer  contained in this document shall
be deemed to be incorporated  in, and form part of, the Form of Acceptance which
shall be read and construed accordingly;




10. -that, if he accepts the Offer, he will do all such acts and things as shall
be necessary or  expedient to vest in Internet or its  nominee(s)  or such other
persons as it may decide the Radical Shares in respect of which such  acceptance
is made and all such acts and things as may be  necessary or expedient to enable
Connaught St. Michaels  Limited to perform its functions as escrow agent for the
purposes of the Offer;

11.  -that he agrees to ratify  each and every act or thing which may be done or
effected by Internet or Corporate  Synergy or  Connaught  St.  Michaels  Limited
and/or any director of Internet and/or any director of Corporate  Synergy and/or
any director of Connaught St. Michaels Limited and/or by any of their respective
agents  and/or by Radical or its agents,  as the case may be, in the exercise of
any of his powers and/or authorities hereunder;

12. -that the execution of the Form of Acceptance constitutes his submission, in
relation to all matters arising out of the Offer and the Form of Acceptance,  to
the jurisdiction of the courts of England;

13. -that on execution the Form of Acceptance shall take effect as a deed;

14. -that if any  provision of Part B of this Appendix I or this Part C shall be
unenforceable  or  invalid  or shall not  operate  so as to afford  Internet  or
Corporate Synergy or Connaught St. Michaels  Limited,  or any director of any of
them or  Radical or any of their  respective  agents  the  benefit or  authority
expressed to be given therein,  he shall with all practicable  speed do all such
acts and things and  execute all such  documents  that may be required to enable
Internet and/or  Corporate  Synergy and/or Connaught St. Michaels Limited and/or
any  director of either of them and/or  Radical  and/or any of their  respective
agents to secure the full benefits of Part B of Appendix I and this Part C; and

15.  -that if he accepts the Offer,  he does so on the basis of the  information
set out in this document.

     -References  in  this  Part  C  to  a  Radical  Shareholder  shall  include
references to the person or persons executing a Form of Acceptance,  and, in the
event of more than one person executing a Form of Acceptance,  the provisions of
this Part C shall apply to them jointly and to each of them.

     -The  terms of  acceptance  in this  Part C are  without  prejudice  to the
obligation  of Internet  pursuant to the final  sub-paragraph  of paragraph 1 of
Appendix 1 Part A: Conditions of the Offer.

                                   Appendix II

                        Financial Information on Radical

Introduction

The following information,  comprising Consolidated Profit and Loss Accounts for
the two  periods  ended  31 March  1999,  has been  extracted  from the  audited
financial  statements of Radical and the unaudited interim  announcement for the
six months ended 30 September  1999. The financial  information has been derived
from, but does not constitute,  statutory accounts within the meaning of Section
240 of the Act.




The financial statements of Radical for the two periods ended 31 March 1999 have
been audited by Messrs Lees and the auditors'  reports were  unqualified and did
not  contain a  statement  under  Section  237(2)  or (3) of the Act.  Statutory
accounts  for the  period  ended 31 March  1998 and the year ended 31 March 1999
have been delivered to the registrar of companies.

PROFIT AND LOSS ACCOUNTS

                                                              Year        Period
                                                             Ended         Ended
                                               Notes      31 March      31 March
                                                              1999          1998
                                                           (pound)       (pound)
Turnover                                                 1,150,995            --
Change in Work in progress                                  17,980            --
Own work capitalised                                        19,693            --
                                                        ----------    ----------
                                                         1,188,668            --
Staff costs                                               (795,787)           --
Depreciation                                                (5,493)           --
Other operating charges                                   (398,992)           --
                                                        ----------    ----------
                                                        (1,200,272)           --
                                                        ----------    ----------
Operating Loss                                             (11,604)           --
Interest Payable and Similar Charges                          (872)           --
Loss on Ordinary Activities Before Taxation        1       (12,476)
Tax on loss on Ordinary Activities                 2            --            --
                                                        ----------    ----------
Loss for the financial year                                (12,476)           --
                                                        ----------    ----------

There were no recognised gains or losses other than those recorded in the profit
and loss accounts.

All of the above amounts are in respect of the results of continuing operations.


BALANCE SHEETS



                                                                      31 March 1999              31 March 1998
                                                   Notes       (pound)      (pound)       (pound)       (pound)
                                                                                              
Fixed Assets
Intangible Assets                                      3                     36,693                          --
Tangible Assets                                        4                     26,297                          --
                                                                           --------                    --------
                                                                             62,990                          --
Current Assets
Work in progress                                                17,980                         --            --
Debtors                                                5       227,446                          2
Cash at bank and in hand                                           358                         --
                                                              --------                   --------
                                                               245,784                          2
                                                              --------                   --------
Creditors: Amounts falling due within one year         6       192,750                         --
                                                              --------                   --------
                                                               192,750                         --
                                                              --------                   --------
Net Current Assets                                                           53,034             2
                                                                           --------      --------
Total Assets less Current Liabilities                                       116,024                           2
                                                                           --------                    --------
Capital and Reserves
Called up share capital                                7                    128,500                           2
Profit and loss account                                8                    (12,476)                         --
                                                                           --------                    --------
Equity Shareholders' Funds                             9                    116,024                           2
                                                                           --------                    --------




STATEMENT OF CASH FLOWS
Reconciliation of operating profit to net cash inflow from operating activities



                                                                                       Year        Period
                                                                                      Ended         Ended
                                                                                   31 March      31 March
                                                                                       1999          1998
                                                                        Notes       (pound)       (pound)
                                                                                        
Operating Loss                                                                      (11,604)           --
Depreciation Charges                                                                  5,493            --
Increase in Stocks                                                                  (17,980)           --
Increase in Debtors                                                                (227,444)           (2)
Increase in Creditors                                                               150,358            --
                                                                                   --------      --------
Net cash outflow from operating activities                                         (101,177)           (2)
                                                                                   --------      --------
Cash Flow Statement
Net cash outflow from operating Activities                                         (101,177)           (2)
Returns on investment and servicing_ of income                             10          (872)           --
Capital Expenditure                                                        10       (68,483)           --
                                                                                   --------      --------
Financing                                                                  10      (170,532)           (2)
Net decrease in cash                                                       10       128,498             2
                                                                                   --------      --------
                                                                                    (42,034)           --
                                                                                   --------      --------
Reconciliation of net cash movement to movement in net debt
Decrease in cash in the period                                             11       (42,034)           --
Opening net debt                                                                         --            --
                                                                                   --------      --------
Closing net debt                                                                    (42,034)           --
                                                                                   --------      --------




NOTES TO THE FINANCIAL INFORMATION

1. Loss on Ordinary Activities
                                                             Year        Period
                                                            Ended         Ended
                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)       (pound)

This is stated after charging
Auditor's remuneration                                      2,000            --
Depreciation                                                4,493            --
Rent                                                       19,177            --
Amortisation                                                1,000            --
Interest on bank overdraft                                    872            --
Computer operating lease charges                           42,803            --

2. Tax on Profit/(Loss) on Ordinary Activities

There is no corporation tax charge based on loss for the year.


3. Intangible Assets
                                                             Developed Software
                                                                        (pound)
Cost
At 1 April 1998                                                              --
Additions                                                                37,693
                                                                       --------
At 31 March 1999                                                         37,693
                                                                       --------
Depreciation
At 1 April 1998                                                              --
Charge for the Year                                                       1,000
                                                                       --------
At 31 March 1999                                                          1,000
                                                                       --------
Net Book Values
At 31 March 1999                                                         36,693
                                                                       --------
At 31 March 1998                                                             --
                                                                       --------




4. Tangible Fixed Assets

                              Fixtures     Computer     Bought in
                            & Fittings     Hardware      Software         Total
                               (pound)      (pound)       (pound)       (pound)
Cost
At 1 April 1998                     --           --            --            --
Additions                       14,252        7,036         9,502        30,790
                              --------     --------      --------      --------
At 31 March 1999                14,252        7,036         9,502        30,790
                              --------     --------      --------      --------
Depreciation
At 1 April 1998                     --           --            --            --
Charge for the year              1,992          924         1,577         4,493
                              --------     --------      --------      --------
At 31 March 1999                 1,992          924         1,577         4,493
                              --------     --------      --------      --------
Net Book Value
At 31 March 1999                12,260        6,112         7,925        26,297
                              --------     --------      --------      --------
At 31 March 1998                    --           --            --            --
                              --------     --------      --------      --------

5. Debtors

                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)       (pound)
Trade Debtors                                             150,450            --
Prepayments                                                76,996            --
Other Debtors                                                  --             2
                                                         --------      --------
                                                          227,446             2
                                                         --------      --------

6. Creditors: Amounts Falling Due Within One Year

                                                          31 March      31 March
                                                              1999          1998
                                                           (pound)       (pound)
Bank Overdraft (secured)                                    42,392            --
Trade Creditors                                             49,483            --
Other taxes and social security costs                       80,394            --
Accruals and deferred income                                20,481            --
                                                          --------      --------
                                                           192,750            --
                                                          --------      --------

In respect of the bank overdraft the security given represents a first fixed and
floating charge over all assets of Radical.




7. Share Capital

                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)       (pound)
Authorised Ordinary shares of(pound)1 each              1,000,000         1,000
                                                        ---------     ---------
Allotted, called up and fully paid
  Ordinary shares of(pound)1 each                         128,500             2
                                                        ---------     ---------

During the period  ended 31 March 1998 two shares were issued at par to form the
initial  capital  of Radical  and  during  the year ended 31 March 1999  128,498
ordinary shares were issued at par to increase the capital base of Radical.

8. Statement of Movements on Profit and Loss Account

                                                             Year        Period
                                                            Ended         Ended
                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)        (pound)
At beginning of year-                                          --            --
Retained loss for the year                                (12,476)           --
At 31 March 1999                                          (12,476)           --
                                                         --------      --------

9. Reconciliation of Movements in Shareholders' Funds

                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)       (pound)
Loss for the financial year                               (12,476)           --
Issue of share capital                                    128,498             2
                                                         --------      --------
Net addition to shareholders funds                        116,022             2
Opening shareholders' funds at 1 April 1998                     2            --
                                                         --------      --------
Closing shareholders' funds at 31 March 1999              116,024             2
                                                         --------      --------




10. Gross Cash Flows

                                                              Year        Period
                                                             Ended         Ended
                                                          31 March      31 March
                                                              1999          1998
                                                           (pound)       (pound)
Returns on investments and service of finance
Interest paid                                                 (872)           --
                                                          --------      --------
Capital Expenditure
Payments to acquire intangible fixed assets                (37,693)           --
Payments to acquire tangible fixed assets                  (30,790)           --
                                                          --------      --------
                                                           (68,483)           --
                                                          --------      --------
Financing
Issuing of ordinary share capital                          128,498             2
                                                          --------      --------

11. Analysis of Changes in Net Debt

                                At 1 April        Cash       Other   at 31 March
                                      1998       Flows     Changes         1999
                                   (pound)     (pound)      (pound)     (pound)
Cash at bank and in hand                --         358          --          358
Overdrafts                              --     (42,392)         --      (42,392)
                                  --------    --------    --------     --------
Total net debt                          --     (42,034)         --      (42,034)
                                  --------    --------    --------     --------

12. Commitments

Annual commitments under operating leases are as follows:

                                       31 March 1999              31 March 1998
                                     Land &                   Land &
                                  Buildings      Other     Buildings       Other
Date of Expiry
Within one year                          --     26,904            --          --
Between two and five years           29,679     20,568            --          --
                                   --------   --------      --------    --------
                                     29,679     47,472            --          --
                                   --------   --------      --------    --------




13. Contingent Liabilities

As at the balance sheet dates there were no contingent liabilities.

14. Directors' Emoluments

                                                          Year        Period
                                                         Ended         Ended
                                                      31 March      31 March
                                                          1999          1998
                                                       (pound)       (pound)
Remuneration as executives                             172,374            --
                                                      --------      --------

15. Transaction with Related Party

A  director  of  Radical,  Mr G R  Boot,  received  fees  of  (pound)16,200  and
disbursements  of (pound)8,406 in respect of services  provided to Radical prior
to completion of the purchase of the business of MDA Computing Ltd.

16. Employment Costs
                                                             Year        Period
                                                            Ended         Ended
                                                         31 March      31 March
                                                             1999          1998
                                                          (pound)       (pound)
Wages and salaries                                        548,758            --
Social security costs                                      74,655            --
                                                         --------      --------
                                                          623,413            --
                                                         --------      --------
Average number of employees
(including executive directors)                                27            --
                                                         --------      --------




17. Accounting Policies

a. Accounting Convention

     -The financial statements are prepared under the historical cost convention
and in accordance with applicable accounting standards.

b. Depreciation

     -Depreciation  is provided on all tangible fixed assets at rates calculated
to write off the cost of each asset over its expected useful life as follows:

      Fixtures and fittings        15% per annum on reducing balance
      Computer Hardware            25% per annum on straight line
      Bought in software           20% per annum on a straight line

c. Developed Software

     -Expenditure  is  charged  as  incurred,  with the  exception  of  software
development expenditure on an individual project where the future recoverability
can be foreseen with reasonable  assurance.  Any expenditure  carried forward is
amortised in line with the expected sales from the related project.




d. Turnover

     -Turnover represents the value of work executed for clients during the year
excluding value added tax.

e. Stocks and work in Progress

     -Stocks and work in progress  are stated at the lower level of cost and net
realisable  value.  Cost includes all production  overheads and an  attributable
proportion of indirect overhead expenses.

f. Long term Contracts

     -Amounts recoverable on contracts,  which are included in debtors, comprise
costs plus  attributable  profit less  provision for  foreseeable  losses.  Cost
includes direct staff costs and outlays,  together with attributable  overheads.
Attributable  profit is only added where the contract can be reasonably assessed
before its  conclusion  and  consideration  is also given to the  percentage  of
contract  completed.   Fees  rendered  on  account  are  deducted  from  amounts
recoverable  on contracts  and, to the extent that they exceed the value of work
done, are included in creditors as payment on account.

g. Foreign Currency

     -Assets and liability  denominated in foreign  currencies are translated at
the rate of exchange ruling at the balance sheet date.

     -Transactions  in foreign  currencies  are  translated  into  sterling  and
recorded  at the  rate  ruling  at the  date of the  transaction.  All  exchange
differences are dealt with in the profit and loss account.

h. Leasing and Hire Purchase Commitments

     -Assets  obtained  under  finance  leases and hire  purchase  contracts are
capitalised in the balance sheet and are depreciated over their useful lives.

     -The interest  element of the lease and hire purchase  contracts is charged
to the  profit  and loss  account  at a  constant  rate  over the  period of the
agreement.

     -Rentals  paid under  operating  leases are  charged to the profit and loss
account on a straight line basis over the lease term.

i. Deferred Taxation

     -The company  provides for deferred  taxation on the  liability  method and
provision  is made to the extent that there is a reasonable  probability  that a
liability will crystallise in the foreseeable future.

j. Pension Costs

     -The company does not operate a pension scheme.

Set out below is the  unaudited  profit and loss account and  unaudited  balance
sheet for the six month period to 30 September  1999  contained in the unaudited
interim announcement of Radical published on 4 January 2000.




Unaudited Profit and Loss Account for the 6 months ended 30 September 1999

                                                      30 Sep 1999  30 Sep 1998
                                                          (pound)      (pound)
Turnover                                                  566,345      622,594
Cost of Sales                                              27,478        9,895
                                                          -------      -------
GROSS PROFIT                                              538,867      612,699
Administrative Expenses                                  (533,701)    (632,868)
                                                          -------      -------
OPERATING PROFITS (LOSS)                                    5,166      (20,169)
Interest Payable                                           (4,768)      (2,221)
                                                          -------      -------
PROFIT (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION          398      (22,390)
Tax on Profit on Ordinary Activities                           --           --
                                                          -------      -------
PROFIT FOR THE HALF YEAR                                      398      (22,390)
Dividends                                                      --           --
                                                          -------      -------
Retained Profit for the Half Year                             398     (222,390)
                                                          -------      -------
Earnings per share                                           0.03p      (17.63p)

Unaudited Balance Sheet as at 30 September 1999
                                                      30 Sep 1999  30 Sep 1998
                                                          (pound)      (pound)
FIXED ASSETS
Tangible assets                                            18,635       41,590
Intangible assets                                         203,814           --
                                                          -------      -------
TOTAL FIXED ASSETS                                        222,449       41,590
CURRENT ASSETS
Work in progress                                            3,358       24,800
Debtors                                                   211,234      223,801
Cash at Bank and in Hand                                      501          447
                                                          -------      -------
                                                          215,093      249,048
CREDITORS: amounts falling due within one year           (321,120)    (186,028)
                                                          -------      -------
TOTAL ASSETS LESS CURRENT LIABILITIES                     116,422      104,610
CREDITORS: amounts falling due after more than one year        --           --
                                                          -------      -------
                                                          116,422      104,610
                                                          -------      -------
CAPITAL AND RESERVES:
Share Capital                                             128,500      127,000
Profit and Loss Account                                   (12,078)     (22,290)
                                                          -------      -------
Shareholders' Funds                                       116,422      104,610
                                                          -------      -------




                                  Appendix III

                        Financial Information on Internet

Introduction

The Internet  financial  information  for the period ended 31 December  1999 has
been extracted without material adjustment from the audited financial statements
of Internet  included in its Form 10-K for the year ended 31 December 1999 filed
with the SEC. Such financial statements have been prepared in accordance with US
generally  accepted  accounting  principles and the rules and regulations of the
SEC. The unqualified audit opinion of Callaghan Nawrocki,  independent  auditors
of Internet, is also included in such Form 10-K.

The Internet  financial  information for the years ended 31 December 1998 and 31
December 1997 has been extracted,  without material adjustment, from the audited
financial  statements of Internet  included in its Form 10-K for the years ended
31  December  1998 and 31  December  1997  filed  with the SEC.  Such  financial
statements  have  been  prepared  in  accordance  with  US  generally   accepted
accounting  principles and the rules and regulations of the SEC. The unqualified
audit opinion of Callaghan Nawrocki,  independent auditors of Internet,  is also
included in such Form 10-K.


A. Years ended 31 December 1997 and 31 December 1998

Balance Sheets
                                                    31 December     31 December
                                                           1997            1998
ASSETS
Current Assets
  Cash                                                   $1,600            $271
  Accrued Interest Receivable
  Other Receivable                                      $34,000
  Prepaid Expenses
                                                     ----------      ----------
  Total Current Assets                                  $35,600            $271

Total Assets                                            $35,600            $271
                                                     ----------      ----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and Accrued Expenses                 $20,380         $13,520

  Total Current Liabilities                             $20,380         $13,520
Total Liabilities                                       $20,380         $13,520

Stockholders' Equity
  Common Stock issued                                    $2,119          $2,119
  Additional Paid-in capital                         $5,723,560      $5,723,560
  Retained Earnings                                 ($5,710,459)    ($5,738,928)
                                                     ----------      ----------
  Total Stockholders' Equity                            $15,220        ($13,249)

                                                        $35,600            $271
                                                     ----------      ----------

Profit and Loss Accounts

                                                    31 December     31 December
                                                           1997            1998
REVENUES                                                 $3,813             $79

EXPENSES                                               $130,974         $28,548
                                                     ----------      ----------
Net Loss from continuing operations                   ($127,161)       ($28,469)

Loss from Discontinued Operations                   ($2,359,612)             $0
                                                     ----------      ----------
Net Loss                                            ($2,486,773)       ($28,469)
                                                     ----------      ----------

Cash Flow Statements

                                                       Internet Holdings, Inc.
                                                       Statement of Cash Flow

                                                    31 December     31 December
                                                           1997            1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                            ($2,486,773)       ($28,469)
Adjustments to reconcile net loss to to net
  cash provided by operating activities:
  Loss from discontinued operations                  $2,359,612              $0
  Increase in accrued interest receivable                    $0              $0
  (Decrease)/Increase in other receivable              ($34,000)        $34,000
  Decrease in prepaid expenses                               $0              $0
  Decrease in accounts payable
    and accrued expenses                               ($87,239)        ($6,860)
                                                     ----------      ----------
Net cash provided by operating activities             ($248,400)        ($1,329)

CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for cash                                       $0              $0
Shares issued in private placement                   $2,375,000              $0
Proceeds from convertible loan note                    $125,000              $0
                                                     ----------      ----------
Net cash provided by financing activities            $2,500,000              $0

CASH FLOWS FROM INVESTING ACTIVITIES                ($2,250,000)             $0

NET INCREASE/(DECREASE) IN CASH                          $1,600         ($1,329)

CASH, BEGINNING OF YEAR                                      $0          $1,600
                                                     ----------      ----------
CASH, END OF YEAR                                        $1,600            $271
                                                     ----------      ----------




Notes to Financial Statements

(1) Business and organisation

     -Internet Holdings, Inc. (the "Company") was originally incorporated in the
State of Utah on 22 July 1977, under the name of Western Corn Dog Factories. The
Company has had a series of mergers with other  companies,  all accounted for as
reverse acquisitions, with the Company in each case changing its name to that of
or similar to the reverse acquiror. In this regard, the Company's previous names
were:   _   -Resources   West,   Inc.,   Magma   Resources,    Inc.,    Cellular
Telecommunications  & Technologies,  Inc. and China Biomedical  Group,  Inc. The
name Internet Holdings, Inc. was adopted on 12 July 1996.

     -In 1993,  the Company  acquired  Cellular  Payphones,  Inc.,  ("CPI"),  (a
Delaware  Corporation),  whereby all of the issued and outstanding shares of CPI
were  exchanged for  approximately  90 per cent.  of the issued and  outstanding
stock  of  the  Company.  This  transaction  was  accounted  for  as  a  reverse
acquisition  purchase,  in  which  CPI was the  acquiring  corporation,  and the
Company was the acquired corporation. The Company accounted for this transaction
as a  recapitalisation  of CPI, with the issuance of 2,625,000  shares of common
stock for the net assets of the Company.  Following  the 1993  acquisition,  the
Company  was  engaged in the  business  of (i)  installation  and  servicing  of
cellular credit-card pay telephones in taxicabs, radio-cabs,  limousines, rental
cars, trains,  ferries,  hotels, and business conference  centers,  and (ii) the
data  processing and development of streamline  software  specialising in credit
card  authorisation  processing with real-time  billing  functions.  The Company
ceased such  operations in October 1994 due to substantial  losses.  Effective 3
April 1995,  the Company  acquired C.B.  Marketing  and  Investment  Limited,  a
privately-held  English  corporation  engaged in the business of medical  market
research  and the  manufacture  of  pharmaceuticals  and  contraceptives  in the
Peoples'  Republic  of China.  On 22 April  1996,  the  Company  entered  into a
divestiture  agreement with respect to C.B.  Marketing and  Investment  Limited.
During  1996,  the  Company  was  reorganised  to  invest in  internet  and ISDN
("International Standard Digital Network") related technologies.

     -On 22 May 1997,  the Company  acquired  Chiron  Systems  Ltd.  ("CSL"),  a
privately-held  English  Corporation  engaged in the business of  designing  and
developing ISDN related products. During 1997, the Company, through CSL provided
hardware and software products and services for internet and ISDN  applications.
CSL had expected to confirm several  substantial orders from the Far East during
the last  quarter  of 1997 based upon a new range of  products.  However,  these
orders never materialised due to alleged specification  failure,  resulting in a
need for  additional  funding.  The  Company  decided  not to make  any  further
investment in CSL and, effective 19 December 1997, exercised its right to divest
CSL under the terms of the acquisition  agreement.  CSL was subsequently  placed
into  liquidation  by its  creditors.  During its  ownership of CSL, the Company
invested  in joint  ventures  in Asia and West  Africa  in  connection  with the
delivery of products  and  services  being  developed by CSL. As a result of the
failure  of CSL to  develop  the  requisite  products  and  technology,  and the
corresponding  divestiture  of CSL, the Company  became engaged in various legal
proceedings with its joint venture partners which was finally settled in October
1999.




     -The Company  presently has no revenue  producing  operations or activities
and has suffered  recurring losses from operations.  Management's  plans include
seeking an acquisition  candidate in the internet and related technology fields.
In connection with such a transaction,  which, similar to the Company's previous
mergers will  actually be a reverse  acquisition,  the Company may seek to raise
proceeds from the sale of its securities. On 27 October 1999 the Company filed a
Form _8-K setting out a contingent  acquisition  which,  if  consummated,  would
provide  the  Company  with  $2,160,000  in cash  and  liquid  securities.  This
agreement is conditional on the settlement of all  outstanding  litigation,  the
filing of outstanding  reports and the maintenance of the Company's quotation on
the NASD Bulletin Board.

(2) Summary of significant accounting policies:

     Foreign currency translation -

     -Gains and losses from  foreign  currency  transactions  are  reflected  in
current operating results.  Exchange adjustments  resulting from the translation
of  financial  statements  have  been  reflected  as  a  separate  component  of
stockholders'   equity.  The  cumulative  adjustment  was  eliminated  upon  the
divestiture of foreign operations.

     Revenue and cost recognition -

     -Revenues  are generally  recognised as earned and expenses are  recognised
when incurred under the accrual basis of accounting.

     Net loss per share -

    -Net loss per share  was  computed  by  dividing  net loss by the  weighted
average number of common shares issued and outstanding during the period.


     Income taxes -

     -The Company has adopted  Statement of Financial  Accounting  Standards No.
109,  "Accounting  for Income  Taxes",  to account for  deferred  income  taxes.
Deferred  taxes are  computed  based on the tax  liability  or benefit in future
years of the reversal of temporary  differences in the  recognition of income or
deduction of expenses  between  financial  and tax reporting  purposes.  The net
difference,  if any, between the provision for taxes and taxes currently payable
is reflected in the balance sheet as deferred taxes.  Deferred tax assets and/or
liabilities,  if any,  are  classified  as current and  noncurrent  based on the
classification  of the  related  asset  or  liability  for  financial  reporting
purposes, or based on the expected reversal date for deferred taxes that are not
related to an asset or liability.


(3) Discontinued operations

     -On  19  December  1997,  the  Company's  Board  of  Directors  approved  a
divestiture  agreement whereby the Company delivered to certain shareholders who
had previously owned Chiron Systems Ltd.,  ("CSL") all the outstanding shares in
this  corporation,  which had been  acquired by the Company on _22 May 1997.  In
return,  the  CSL  shareholders  transferred  to the  Company  1,320,157  shares
(2,640,313  shares   pre-reverse  split)  of  the  Company's  common  stock.  In
connection  therewith,  the  Company  recognised  $361,641  of  losses  relating
primarily to unrecoverable loans receivable from this divested corporation.




     -In  conjunction  with its ownership of CSL, the Company entered into joint
ventures in Asia and West Africa for the delivery of products and services being
developed by CSL. During the year ended _31 December 1997, the Company  invested
$2,250,000 in certain assets purchased from joint venture partners.  As a result
of the failure of CSL to develop the requisite products and technology,  and the
corresponding  divestiture  of CSL, the Company  became engaged in various legal
proceedings  with its joint venture  partners.  In October 1999, a comprehensive
settlement agreement was reached by the Company with its joint venture partners.
By this  agreement,  the Company  agreed not to pursue  claims  against  certain
assets  purchased from the joint venture  partners,  the joint venture  partners
agreed not to pursue  claims  against the Company  relating  to  negligence  and
breach of contract and the Company was released from debts  totalling  $252,029.
This  resulted  in a net  write-off  to the  Company  of  $1,997,971,  which  is
reflected as a loss from discontinued  operations for the year ended 31 December
1997.

(4) Accounts payable and accrued liabilities

     -As of 31 December 1997,  accounts payable and accrued  liabilities consist
primarily of obligations for legal and professional fees.

(5) Stockholders' equity

     -On 11 March 1997, the Board of Directors  approved a 1-for-8 reverse stock
split of the issued and outstanding shares of the Company's common stock.

     -On 22 May 1997, the Company acquired Chiron Systems Ltd., a privately-held
English  Corporation  in  a  stock-for-stock  exchange.  As  a  result  of  such
transaction,  the Company issued 2,640,313 shares of its authorised but unissued
shares of its common  stock to the  shareholders  of Chiron  Systems Ltd. On _19
December 1997 the Company  exercised  its right to divest  Chiron  Systems Ltd.,
under the  terms of the  acquisition  agreement.  Accordingly,  1,320,157  (post
1-for-2 reverse stock split) shares were returned to the Company and immediately
cancelled.

     -On 22 May 1997,  the Board of  Directors  approved the issuance of 150,000
shares of the  Company's  common stock in  satisfaction  of  obligations  in the
amount of $37,500.

     -On 9 June 1997,  the Board of Directors  approved a 1-for-2  reverse stock
split of the issued and outstanding shares of the Company's common stock.

     -On 20 June 1997,  the Company sold pursuant to a private  placement  under
Regulation S, 1,483,935  shares of common stock for proceeds of $2,375,000.  The
proceeds are net of $147,689 of placement costs.

     -On 12 August  1997,  250,000  shares of the  Company's  common  stock were
issued pursuant to the conversion of a loan note in the amount of $125,000.

     -On 19 December  1997,  the Board of  Directors  approved  the  issuance of
203,304 shares of the Company's  common stock in  satisfaction of obligations in
the amount of $35,000.

(6) Income taxes

     -The income tax  provision is  summarised  as follows for the year ended 31
December 1997 and 1996:




                                                                      Year Ended
                                                                     31 December
                                                                            1997
      Federal                                                                $0
      State and local                                                         0
                                                                     ----------
      Total                                                                  $0
                                                                     ----------

      Statutory  rates of  income  tax 40%  Income  tax  effect  related  to the
      following items:
        Net operating losses                                                (40)
                                                                     ----------
      Total                                                                   0
                                                                     ----------
      Effective rate of income tax                                            0%
                                                                     ----------

     -The Company has net operating loss  carryforwards to offset future taxable
income of  approximately  $5 million expiring in the years 2009 through 2013. As
it is not more likely than not that the resulting  deferred tax benefits will be
realised,  a valuation  allowance  has been  recognised  for such  deferred  tax
assets.

(7) Commitments and contingencies

     -The  Company has not filed  federal  nor state  income tax returns for the
past several years,  and is currently  working with the Internal Revenue Service
and state taxing authorities to ensure filings of all requisite returns are made
as soon as possible. In management's opinion,  there are no material liabilities
as a result of the delay in filing these returns.


(8) Legal proceedings and subsequent events

     -During the period subsequent to 31 December 1998 various legal proceedings
were settled. Reference is made to Note 3 for details as to such resolution.




Period ended 31 December 1999
Balance Sheet

                                                          Internet Holdings Inc.
                                                                    & Subsidiary
                                                                  (A Development
                                                               Stage Enterprise)
                                                            Consolidated Balance
                                                                           Sheet
                                                                31 December 1999
ASSETS
Current Assets
  Cash                                                                  $506,149
  Accrued Interest Receivable                                             $1,474
  Prepaid Expenses                                                      $194,445
                                                                      ----------
  Total Current Assets                                                  $702,068

Investments, at cost                                                    $666,406
                                                                      ----------
Total Assets                                                          $1,368,474
                                                                      ----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and accrued expenses                                  $85,591

  Total Current Liabilities                                              $85,591

Convertible Note, subsequently converted                                 $50,000

Total Liabilities                                                       $135,591

Stockholders' Equity
  Common Stock issued                                                    $11,359
  Additional Paid-in capital                                          $1,217,362
  Retained Earnings                                                       $4,162
                                                                      ----------
  Total Stockholders' Equity                                          $1,232,883

                                                                      $1,368,474
                                                                      ----------




Profit and Loss Accounts
                                                         Internet Holdings Inc.
                                                                   & Subsidiary
                                                                 (A Development
                                                               Stage Enterprise)
                                                                 For the Period
                                                                 from Inception
                                                                 (Oct 18-Dec 31)
                                                                           1999
REVENUES                                                                $10,971

EXPENSES                                                                 $6,809
                                                                     ----------
Net Income                                                               $4,162
                                                                     ----------



Cash Flow Statement

                                                         Internet Holdings Inc.
                                                                   & Subsidiary
                                                                 (A Development
                                                               Stage Enterprise)
                                                         Consolidated Statement
                                                                   of Cash Flow
                                                                 For the Period
                                                                 from Inception
                                                                 (Oct 18-Dec 31)
                                                                           1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                               $4,162
Adjustments to reconcile net loss to to net
  cash provided by operating activities:
  Increase in accrued interest receivable                               ($1,474)
  (Increase) decrease in other receivable                                    $0
  Decrease in prepaid expenses                                           $5,555
  Increase (Decrease) in accounts payable
    and accrued expenses                                                 $1,214
                                                                     ----------
Net cash provided by operating activities                                $9,457

CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for cash                                                 $496,692
Shares issued in private placement                                           $0
Proceeds from convertible loan note                                          $0
                                                                     ----------
Net cash provided by financing activities                              $496,692

CASH FLOWS FROM INVESTING ACTIVITIES                                         $0

NET INCREASE (DECREASE) IN CASH                                        $506,149

CASH, BEGINNING OF YEAR                                                      $0
                                                                     ----------
CASH, END OF YEAR                                                      $506,149
                                                                     ----------


Notes to Consolidated Financial Statements

(1) Organisation and basis of presentation

     -Internet  Holdings,  Inc. (the  "Company")  is the successor  consolidated
entity formed by the reverse  acquisition on 22 December 1999 by Fairfax Equity,
Ltd, of Internet Holdings,  Inc. a publicly-held company originally incorporated
in Utah in 1977, under the name, Trolley Enterprises,  Inc. Fairfax Equity, Ltd,
("Fairfax") which is treated as the accounting acquirer in the transaction,  was
incorporated  in  the  United  Kingdom  on 18  October  1999.  The  accompanying
financial  statements  are those of Fairfax from its  inception  with the former
Internet Holdings, Inc. consolidated from the date of acquisition.

     -Prior  to its  reverse  acquisition  by  Fairfax,  control  of the  former
Internet Holdings,  Inc., as well as the corporate name, had changed many times.
All prior  operations  had  previously  been  discontinued  and all  claims  and
counterclaims  were settled,  the last of which settlements  occurred in October
1999.

     -Pursuant to the reverse  acquisition,  Fairfax's  shareholders were issued
8,640,000 shares of the Company, then constituting 80.3 per cent. of outstanding
common shares. At the time of acquisition,  the majority  stockholder of Fairfax
represented  the  value of its cash and  investment  assets  to be not less than
$2,160,000. In the event that when the investment is realised, the net proceeds,
together with cash at the date of acquisition,  total less than $2,160,000,  the
majority stockholder of Fairfax has guaranteed to contribute  additional cash to
bring the total amount up to $2,160,000.

     -The Company is presently in the development  stage,  and is seeking and/or
negotiating  the  acquisition  of  more  than  one  internet/e-commerce  related
businesses. (See Note 6).

     (2) Summary of significant accounting policies:

     o    Cash and cash equivalents

     -The Company considers investments with original maturities of three months
or less to be cash equivalents.

     o    Investments

     -Investments  consist of a 14 per cent.  equity  position in a  corporation
established in England, which is stated at historical cost.

     o    Foreign currency translation

     -Gains and losses  from  foreign  currency  transaction  are  reflected  in
current operating results.

     o    Income taxes

     -The Company did not incur any income taxes in its initial period.

     o    Earnings per share

     -Net income per share was  computed by dividing  net income by the weighted
average number of common shares issued and outstanding during the period.

     o    Comprehensive income

     -Other than net income, the Company has no items of comprehensive income as
defined by generally accepted accounting principles.

(3) Consulting agreement

     -In connection with the  acquisition  agreement with Fairfax Equity Ltd. on
22 December  1999,  the Company  entered  into a  consulting  agreement  with an
unrelated  company  to assist  the  Company  with its  strategy,  expansion  and
financing.  Upon signing of the  agreement,  the Company  issued the  consultant
600,000 shares of common stock for services to be rendered in the upcoming year.
The shares were valued at $200,000 and were  recorded as prepaid  expense at the
date of the agreement.

(4) Accounts payable and accrued liabilities

     -As of 31 December 1999,  accounts payable and accrued  liabilities consist
primarily of obligations for legal and professional fees.

(5) Convertible loan note

     -On 25 October 1999,  Internet  Holding,  Inc.  raised $50,000  through the
issuance of a convertible loan note (the "Note").  The Note was offered pursuant
to an exemption  from  registration  under Section 4(2) of the Securities Act of
1933, as amended, and/or Regulation S promulgated by the Securities and Exchange
Commission.  The  purpose of this  funding was to enable the Company to file all
outstanding reports required by the Securities Exchange Act of 1934, as amended,
and to search  for  suitable  acquisition  candidates  in the  internet  related
fields.  The  Note  bore  interest  at 5.5 per  cent.  per  annum.  The  Note is
convertible  upon demand by the  Noteholder  into common stock in the Company at
the rate of $0.25 per share. (See Note 6).




(6) Subsequent events:

     o    Issuance of common stock

     -On 24 January 2000, the $50,000  convertible  loan note was converted into
200,000 shares of the Company's common stock.

     -On 28 January 2000, the Company sold 5,000,000  shares of its common stock
at a price of $1.00 per share pursuant to Regulation S. The Company received the
full $5,000,000 and estimates that its expenses for this issue will be less than
$50,000. The Company has agreed to register 25 per cent. of the shares under the
Securities Act of 1933, as amended.

     -In  consideration  for  underwriting  the issue in full,  the  underwriter
received  warrants  to purchase up to  1,000,000  shares of common  stock of the
Company. The warrants are exercisable at $1.00 per share if exercised within one
year of the "first closing of the  underwriting  agreement" and $10.00 per share
if  exercised  within  two  years  of the  "first  closing  of the  underwriting
agreement".  Warrants which have not been exercised within two years will expire
automatically.

                              Corporate acquisition

     -On 3 March 2000, the Company  entered into an agreement to acquire Radical
Technology PLC ("Radical").  In connection therewith, it is anticipated that the
Company  will  issue  approximately  1,281,714  shares  of  common  stock,  then
constituting  approximately  7.7 per cent.  of its  outstanding  shares,  to the
stockholders  of Radical in order to acquire 100 per cent. of the issued capital
stock of Radical.



                                   Appendix IV

                          UK and US Tax Considerations


1.   UK considerations

THE FOLLOWING  COMMENTS ARE INTENDED AS A GENERAL GUIDE TO THE POSITION UNDER UK
LEGISLATION  AND INLAND  REVENUE  PRACTICE AS AT THE DATE OF THIS  DOCUMENT  AND
RELATE ONLY TO CERTAIN LIMITED ASPECTS OF THE UNITED KINGDOM  TAXATION  POSITION
OF RADICAL  SHAREHOLDERS.  IN PARTICULAR,  THEY DO NOT ADDRESS CERTAIN  TAXATION
CONSEQUENCES  APPLICABLE TO RADICAL SHAREHOLDERS WHO HOLD THEIR SHARES OTHERWISE
THAN AS AN INVESTMENT. ANY RADICAL SHAREHOLDER WHO IS IN ANY DOUBT ABOUT HIS/HER
OWN TAX POSITION SHOULD CONSULT HIS/HER PROFESSIONAL ADVISER.


(a)  UK tax on chargeable gains

     -Liability  to  tax on  chargeable  gains  will  depend  on the  individual
circumstances of Radical shareholders.



     (i) Acquisition of New Internet Shares

     1. -A Radical  individual  or corporate  Shareholder  who,  either alone or
together with person  connected  with him, does not hold more than five per cent
of the shares in Radical, should not be treated as having made a disposal of his
Radical Shares for the purposes of UK tax on chargeable gains to the extent that
he receives  New Internet  Shares in exchange  for his Radical  Shares under the
Offer.  Any gain or loss which  would  otherwise  have  arisen on a disposal  of
Radical  Shares may be  "rolled-over"  into the New Internet  Shares and the New
Internet  Shares  will be  treated  as the  same  asset as his  Radical  Shares,
acquired  at the same time and for the same  consideration  as he  acquired  his
Radical Shares.

     2.  -Provided  that the UK Inland  Revenue  consider  that the  exchange of
Radical  Shares for New  Internet  Shares  took  place for bona fide  commercial
reasons and not as part of a scheme or  arrangement  for the  avoidance of tax a
Radical  individual or corporate  shareholder  who either alone or together with
persons  connected  with him  holds  more  than  five per cent of the  shares in
Radical will also not be treated as having made a disposal of his Radical shares
for the purpose of  calculating  his UK tax liability on chargeable  gains.  Any
gain or loss which would  otherwise  have arisen on a disposal of Radical Shares
may be "rolled  over" into the New Internet  Shares and the New Internet  Shares
will be treated as the same and for the same  consideration  as he acquired  his
Radical Shares.  An application for advance clearance under section 138 Taxation
of Chargeable Gains Act 1992 has been submitted to the UK Inland Revenue.

     (ii) Disposal of New Internet Shares

     -A  subsequent  disposal  of all or any of the  New  Internet  Shares  may,
depending  on  individual  circumstances,  give rise to a liability to UK tax on
chargeable gains.

     -Any disposal of New Internet  Shares by an individual  shareholder  who is
resident or ordinarily resident in the UK will give rise to a chargeable gain or
an allowable loss. This is calculated taking into account the allowable original
cost  to the  shareholder  of  acquiring  his  Radical  Shares.  For  individual
shareholders and trustees indexation allowance should be available to uplift the
original cost when  calculating any chargeable gain (but not any allowable loss)
in respect of the period of ownership of the Radical  Shares up to 5 April 1998.
After  that,  some  taper  relief  may be  available  to  reduce  the  amount of
chargeable gains realised on the subsequent  disposal of the New Internet Shares
depending on the complete  number of years for which the Radical  Shares and the
New  Internet  Shares  have been  held at the date of  disposal.  For  corporate
shareholders  indexation relief continues to be available after 5 April 1998 and
was not replaced by taper relief.


(b)  Taxation of dividends

     -The  gross  amount of  dividends  paid on shares  to  individuals  who are
resident in the UK for UK tax  purposes is subject to UK tax at the rate of 32.5
per cent. in the hands of  individuals  who pay the higher rate of UK tax and 10
per cent. in the hands of individuals  who pay UK tax at lower rates.  Dividends
paid on shares to UK companies are subject to UK corporation tax.

     -The  rate of UK  withholding  tax on  dividends  paid to  individuals  who
qualify as resident in the UK or to a UK company which controls less than 10 per
cent. of the voting stock of the company is reduced under the terms of the US/UK
treaty to 15 per cent. and to 5 per cent. for companies  which control more than
10 per cent. of the voting stock.




     -The US tax  withheld  may be claimed as a credit  against UK income tax or
corporation  tax as the case may be,  charged in  respect of the gross  dividend
received, but no refund of any excess withholding tax may be claimed.

(c)  UK Stamp duty and stamp duty reserve tax (SDRT)

     -No stamp duty or SDRT will be payable by Radical  Shareholders as a result
of accepting the Offer.

(d)  Enterprise  Investment  Scheme (EIS) Your attention is drawn to paragraph 6
     of Part 2 of this document.

2. Certain US Federal Income Tax Considerations

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION.  IT IS LIMITED
TO US FEDERAL TAX CONSIDERATIONS AND DOES NOT ADDRESS THE SPECIFIC CIRCUMSTANCES
OF A  PARTICULAR  RADICAL OR  INTERNET  SHAREHOLDER.  ACCORDINGLY  EACH  RADICAL
SHAREHOLDER IS URGED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE US FEDERAL TAX
CONSEQUENCES OF THE OFFER AND THE HOLDING AND DISPOSING OF INTERNET  SHARES,  AS
WELL AS ANY TAX  CONSEQUENCES  THAT MAY  ARISE  UNDER  THE LAWS OF ANY US STATE,
LOCAL OR NON-US TAXING JURISDICTION.

In this  summary "US Holder"  means any person that is (1) a citizen or resident
of the US, (2) a corporation or partnership created or organized in the US under
the laws of the US or of any state,  (3) an estate whose income is includable in
gross income for US federal income tax purposes regardless of its source, or (4)
a trust if a court within the US is able to exercise  primary  supervision  over
the administration of the trust and one or more US persons have the authority to
control all substantial  decisions of the trust. A "Non US Holder" is any person
other than a US Holder.  For the  purposes of this  summary,  it is assumed that
Radical  Shareholders  hold their  Radical  Shares,  and will hold New  Internet
Shares received in exchange for their Radical  Shares,  as capital assets within
the meaning of section 1221 of the Internal Revenue Code of 1986 as amended (the
"Code").

(a) The Offer

     -It is expected that the exchange of Radical Shares for New Internet Shares
pursuant  to the Offer will  qualify as a  reorganization  within the meaning of
section 368(a) of the Code assuming the exchange so qualifies:

     (i) -Radical Shareholders will recognize no gain or loss on the exchange of
their  Radical  Shares for New Internet  Shares.  Generally,  a Non US Holder of
Radical  Shares will not be subject to US federal income tax on such gain unless
an exception  described  in  paragraph 2 (b) (ii) below under  "Sale,  exchange,
redemption or other disposition" applies to the Non US Holder or the information
reporting and back-up withholding  requirements  described in paragraph 2(b)(iv)
under "Information reporting and backup withholding" are not met.





     (ii) -Notwithstanding the foregoing,  if any of the New Internet Shares are
received  by a Radical  Shareholder  more than one year  after the  exchange,  a
portion of the value of such shares  will be treated as  interest  income in the
year the shares are  received.  For US Holders,  such  interest will be taxed at
ordinary income tax rates.  For Non US Holders,  such interest may be subject to
withholding of US federal income tax at a rate of 30 per cent.  unless such rate
is reduced by an applicable tax treaty.  However,  if the interest  income is US
trade or business income (as defined below in paragraph 2(b) to a Non US Holder,
it generally  will be subject to tax at ordinary  income tax rates.  In general,
the  amount  of  interest  income  will be the  excess  of the  value of the New
Internet  Shares at the time  they are  received  over the value of such  shares
discounted at a prescribed interest rate.

     (iii)  -The  tax  basis  of  New  Internet   Shares   received  by  Radical
shareholders  will be the same as the tax basis of the Radical Shares  exchanged
for such New  Internet  Shares,  except  that the tax basis of any New  Internet
Shares treated as interest will be the amount of such interest; and

     (iv) -The holding  period for the New Internet  Shares  received by Radical
Shareholders  will be the  same as the  holding  period  of the  Radical  Shares
exchanged for such New Internet  Shares,  except that the holding period for any
New Internet Shares treated as interest will begin on the date of the receipt of
such shares.

     -If the exchange of Radical Shares for New Internet  Shares pursuant to the
Offer does not qualify as a reorganization  within the meaning of section 368(a)
of the Code,  a Radical  Shareholder  will  recognize  gain or loss in an amount
equal to the difference  between (1) the sum of the fair market value of the New
Internet  Shares  and (2) the  Radical  shareholder's  tax basis in the  Radical
Shares surrendered in the exchange. Such gain or loss will be long-term or short
term  depending  on whether the Radical  Shares have been held for more than one
year at the time of the exchange.  Generally,  Non US Holders of Radical  Shares
will not be  subject  to US  federal  income  tax on any  such  gain  unless  an
exception  described  in  paragraph  2(b)  (ii)  below  under  "Sale,  exchange,
redemption or other disposition" applies to the Non US Holder or the information
reporting and back-up withholding requirements described in paragraph 2 (b) (iv)
below under "Information reporting and backup withholding" are not met.

(b) The holding and disposition of New Internet Shares by Non US Holders

     -For purposes of the following discussion,  dividends and gain on the sale,
exchange or other  disposition  of New Internet  Shares will be considered to be
"US  trade  or  business  income"  if such  income  or  gain is (1)  effectively
connected  with the  conduct of a US trade or  business  or (2) in the case of a
treaty country resident,  attributable to a permanent  establishment (or, in the
case of an individual, a fixed base) in the US.




     (i) Dividends

     -In general,  dividends paid to a Non US Holder of New Internet Shares will
be subject to withholding of US federal income tax at a 30 per cent. rate unless
such rate is reduced by an applicable tax treaty. Dividends that are US trade or
business income are generally subject to US federal income tax on a net basis at
regular  income tax  rates,  and are not  generally  subject to the 30 per cent.
withholding tax if the Non US Holder provides a Form W-8ECI or successor form to
the payor. Any US trade or business income received by a Non US Holder that is a
corporation may also, under certain  circumstances,  be subject to an additional
"branch  profits  tax"  at a 30 per  cent.  rate or  such  lower  rate as may be
applicable  under a tax treaty.  Under current tax rules,  dividends  paid to an
address in a foreign country  generally are presumed (absent actual knowledge to
the  contrary)  to be paid to a resident  of such  country  for  purposes of the
withholding discussed above and for purposes of determining the applicability of
a tax  treaty  to reduce  the  rate.  Under US  Treasury  Regulations  generally
effective  1 January  2001,  ("the Final  Regulations"),  a Non US Holder of New
Internet  Shares who wishes to claim the  benefit of an  applicable  treaty rate
will be required to satisfy certain certification and other requirements,  which
will  include  the  requirement  that  the  Non US  Holder  file  a Form  W-8BEN
containing  the  holder's  name and address and may require the Non US Holder to
provide certain documentary evidence issued by foreign governmental  authorities
as proof of  residence in the foreign  country.  A Non US Holder of New Internet
Shares who is eligible  for a reduced rate of US  withholding  tax pursuant to a
tax  treaty  may obtain a refund of any excess  amounts  currently  withheld  by
filing an appropriate claim for a refund with the Internal Revenue Service.

     (ii) Sale, exchange, redemption or other disposition

     -Subject to the information below under  "Information  reporting and backup
withholding",  a non-U.S.  Holder of New Internet  Shares  generally will not be
subject to U.S.  Federal  Income Tax in  respect of gain  recognised  on a sale,
exchange or disposition  unless (a) if an income tax treaty does not apply,  the
gain is effectively connected with a trade or business conducted by the Non-U.S.
Holder in the United States,  or, if an income tax treaty  applies,  the gain is
attributable  to a  United  States  permanent  establishment  maintained  by the
Non-U.S.  Holder, (b) in the case of an individual Non-U.S.  Holder, such holder
is present in the United States for at least 183 days in the taxable year of the
disposition  and either the income from the  disposition is  attributable  to an
office or other fixed place of business  maintained  by the holder in the United
States or the  holder has a "tax  home" in the  United  States,  or (c) the U.S.
Holder is subject to tax pursuant to the  provisions of the U.S.  Federal Income
Tax Laws applicable to certain United States expatriates.

     (iii) Federal estate tax

     -New  Internet  Shares  owned or treated as owned by an  individual  Non US
Holder who is not a citizen  or  resident  of the US for US  federal  estate tax
purposes  will be  included  in such  individual's  gross  estate for US federal
estate tax purposes unless an applicable estate tax treaty otherwise provides.





     (iv) Information reporting and backup withholding

     -Internet must report annually to the Internal  Revenue Service and to each
Non US holder any  dividend  income  that is subject to  withholding  of US tax.
Copies  of these  information  returns  may  also be made  available  under  the
provisions  of a specific  treaty or  agreement  to the tax  authorities  of the
country  in  which  the  Non  US  Holder  resides.  Under  current  law,  backup
withholding  at the rate of 31 per cent.  generally  will not apply to dividends
paid to a Non US Holder at an address  outside the US (absent  actual  knowledge
that the payee is a US person).  Under the Final Regulations,  however, a Non US
Holder  will be subject to backup  withholding  unless a Form W-8BEN is provided
and  certain  other  requirements  are met.  The  payment of  proceeds  from the
disposition  of common  stock to or through the US office of any  broker,  US or
foreign,   will  be  subject  to  information   reporting  and  possible  backup
withholding  unless the owner certifies as to its non US status under penalty of
perjury  or  otherwise   establishes   its  entitlement  to  an  exemption  from
information  reporting  and backup  withholding,  and the  broker  does not have
actual  knowledge  that the holder is a US person or that the  conditions  of an
exemption  are  not,  in fact,  satisfied.  The  payment  of  proceeds  from the
disposition  of New  Internet  Share to or  through  a non US office of a non-US
broker  that is not a "US  related  person"  will not be subject to  information
reporting or backup  withholding.  For this  purpose,  "US related  person" is a
foreign  person with one or more  enumerated  relationships  with the US. In the
case of the payment of proceeds from the  disposition of New Internet  Shares to
or through a non-US  office of a broker that is either US person or a US related
person, the regulations require information  reporting on the payment unless the
broker has documentary  evidence in this files that the owner is a Non US Holder
and the broker has no knowledge to the  contrary.  Backup  withholding  will not
apply to  payments  made  through  the  foreign  office of a broker that is a US
person or a US related person  (absent  actual  knowledge that the payee is a US
person).  Any amounts withheld under the backup withholding rules from a payment
of a Non US Holder will be allowed as a refund or a credit  against  such Non US
Holder's US federal income tax liability  provided the requisite  procedures are
followed.

                                   Appendix V

                             Additional Information

1. Responsibility

The directors of Internet, whose names are set out in paragraphs 2 below, accept
responsibility  for the information  contained in this document (other than that
relating to Radical,  the directors of Radical and their immediate  families and
related  trusts).  To the best of the  knowledge  and belief of the directors of
Internet (who have taken all  reasonable  care to ensure that such is the case),
the information  contained in this document for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.




The directors of Radical,  whose names are set out in paragraph 2 below,  accept
responsibility  for the  information  contained  in this  document  relating  to
Radical,  the  directors  of Radical and their  immediate  families  and related
trusts. To the best of the knowledge and belief of the directors of Radical (who
have taken all reasonable care to ensure that such is the case), the information
contained in this document for which they are  responsible is in accordance with
the  facts  and does not omit  anything  likely  to  affect  the  import of such
information.

2.   Directors

(a)  The directors of Internet are as follows:

     Stefan Paul Allesch-Taylor                     Executive Chairman
     Nicholas Harvey Thistleton                     Executive Director
     Sir Euan Anstruther-Gough Calthorpe Bt         Non Executive Director

     -The business address of all the directors of Internet is 16 Curzon Street,
London W1Y 7FF, the principal  place of business of Internet is 116 John Street,
Suite 1313, New York, NY 10038, USA, and the registered agent of Internet is HIQ
Corporate Services Inc, 1108 E. South Union Avenue, Midvale, Utah 84047.

(b)  The directors of Radical are as follows:

     George Robert Boot                             Executive Chairman
     Julian Amory Burns                             Managing Director
     Philip Roberts                                 Support Director
     Stefan Paul Allesch-Taylor                     Non-executive Director

     -The business  address of all the directors of Radical is Jessop House, 100
Tamworth Road, Croydon, Surrey CR0 1XX, being the registered address of Radical.


3. Disclosure of Shareholding and Dealings

For the purposes of this Appendix V:

     -"disclosure  period"  means the period  commencing on 14 January 1999 (the
date twelve months prior to the  commencement  of the Offer period) and ended on
28  March  2000  (the  latest  practicable  date  prior to the  posting  of this
document).

     "associate" means:

     (aa)  -subsidiaries and associated  companies of Radical and companies with
which any such subsidiaries or associated companies are associated;

     (bb)  -banks,   financial  and  other  professional   advisers   (including
stockbrokers) to Radical or a company covered in paragraph (aa) above, including
persons  controlling,  controlled  by or under the same  control as such  banks,
financial or other professional advisers;

     (cc) -the directors of Radical and the directors of any company  covered in
paragraph (aa) above  (together in each case with any member of their  immediate
family or related trusts); and

     (dd) -the pension funds of Radical or a company  covered in paragraph  (aa)
above;




     -"relevant  securities" means Radical Shares,  Internet Shares,  STG Shares
and securities  convertible  into,  rights to subscribe for, options  (including
traded options) in respect thereof and derivatives referenced thereto;

     -a "bank" does not apply to a bank whose sole relationship with a member of
Radical  is  the  provision  of  normal  commercial  banking  services  or  such
activities  in  connection  with the  Offer as  handling  acceptances  and other
registration work.

A. Interests and dealings in the share capital of Radical

     (a) Interests

     (i) -At the close of business on 28 March 2000 (the latest practicable date
prior to the posting of this document),  the interests in Radical Shares, all of
which are beneficial unless otherwise  stated, of the directors of Radical,  the
directors of Internet,  their immediate  families and their  connected  persons,
which have been  notified  to Radical  pursuant  to  sections  324 or 328 of the
Companies  Act or are  required  to be entered in the  register  referred  to in
section 325 of the Companies Act, were as follows:

                                                   Number of Radical Shares held
     G Robert Boot                                             694,000
     Julian A Burns                                            486,000
     Philip Roberts                                            600,000
     Stefan P Allesch-Taylor                                       Nil
     Nicholas H Thistleton                                         Nil
     Sir Euan A-G-Calthorpe                                        Nil

     (ii) -On 26  October  1999,  Capital  Strategy  was  granted  an  option to
subscribe for up to 88,190  Radical  Shares at a price of 100p per Radical share
at any time or times during a period of three years commencing 1 December 1999.

     (b) Dealings

     -The  directors of Radical,  the  directors of  Internet,  their  immediate
families or connected  persons have dealt for value in the Radical shares during
the disclosure period as follows:

     (i) -on 8 October 1999 G R Boot, J A Burns and P Roberts were each allotted
2000  Radical  Shares at 5p per share as part of a general  issue to staff under
the staff motivation policy;

     (ii) -on 1  December  1999,  at the  request  of JP  Jenkins  Limited,  the
directors of Radical made  available  some of their  Radical  Shares in order to
assist  liquidity on the OFEX market and as a result G R Boot sold 8,000 Radical
Shares,  J A Burns sold 16,000  Radical  Shares and P Roberts sold 2,000 Radical
Shares.




B. Interests and dealings in the share capital of Internet

     (a) Interests

     (i) -At the close of business on 28 March 2000 (the latest practicable date
prior to the  publication of this document),  the interests in Internet  Shares,
all of which are  beneficial  unless  otherwise  studied,  of the  directors  of
Radical, the directors of Internet, their immediate families and their connected
persons,  which would have been notified to Internet pursuant to sections 324 or
328 of the  Companies  Act or would be  required  to be entered in the  register
referred to in section 325 of the Companies Act, were as follows:

                                                        Number of      Options/
                                                  Internet shares      warrants
G Robert Boot                                                 Nil           Nil
Julian A Burns                                                Nil           Nil
Philip Roberts                                                Nil           Nil
Stefan P Allesch-Taylor                                       Nil           Nil
Nicholas H Thistleton                                         Nil           Nil
Sir Euan A-G-Calthorpe                                        Nil           Nil

     (ii) -STG owns 6,480,000 Internet shares. The directors of STG are Stefan P
Allesch-Taylor, Anthony A Berk, Sir Euan A-G-Calthorpe and Luke D Chapman.

C. Interests and dealings in the share capital of STG

     (a) Interests

     (i) -At the close of business on 28 March 2000 (the latest practicable date
prior to the posting of this  document),  the  interests  in STG Shares,  all of
which are beneficial unless otherwise  stated, of the directors of Radical,  the
directors of Internet,  their immediate  families and their  connected  persons,
which have been notified to STG pursuant to sections 324 or 328 of the Companies
Act or are required to be entered in the register  referred to in section 325 of
the Companies Act, were as follows:

                                                        Number of    Number of
                                                       STG Shares   STG options
G Robert Boot (1)                                         333,714           Nil
Julian A Burns                                                Nil           Nil
Philip Roberts                                                Nil           Nil
Stefan Allesch-Taylor (2)                               2,576,236       359,083
Nicholas H Thistleton                                         Nil           Nil
Sir Euan A-G-Calthorpe                                    731,744           Nil

     (1) Of G Robert Boot's  shareholding  in STG 114,846 STG Shares are held by
him as trustee.

     (2)  -2,321,712  STG Shares are  registered  in the name of The  Dependable
Foundation  Limited,   of  which  Stefan   Allesch-Taylor  and  his  family  are
beneficiaries. A further 152,860 STG Shares are registered in the name of Semley
Holdings Limited, a company of which Stefan Allesch-Taylor is a director.




     (b) Dealings

     (i) -On 29  January  1999,  Sir Euan  Calthorpe  subscribed  for 33,428 STG
Shares at a price of 70 pence per share.  on 15 February 1999 he was issued with
a convertible loan note for (pound)76,600 for cash consideration. This loan note
was  convertible  at 70p per STG Share,  and no  interest  was payable on it. He
converted  this loan note into  109,428  STG Shares on 10 June 1999.  on 14 June
1999,  he was issued with 200,000 STG Shares for cash  consideration  of 75p per
STG Share.  on 7 December  1999 he was issued  with  388,888 STG Shares for cash
consideration of 90p per STG Share.

     (ii) -_on 2 July 1999,  The Dependable  Foundation  Limited was issued with
convertible  loan stock for  (pound)1,665,000.  This represented its interest in
the profit share of STG subsidiary and joint venture  companies.  The loan stock
was  convertible  at 90p per share and interest was payable on it at the rate of
4% per annum.  On 8 October  1999,  it converted  (pound)384,300  together  with
interest on that sum to that date, into 431,585 STG Shares at 90p per share. The
balance of the loan stock was converted into 1,451,226 STG Shares on 23 December
1999.

     (iii) -On 2 July 1999 Semley Holdings  Limited was issued with  convertible
loan stock for (pound)135,000. This represented its interest in the profit share
of STG subsidiary and joint venture companies. The loan stock was convertible at
90p per share and interest was payable on it at the rate of 4% per annum.  on 23
December 1999 it converted  the loan stock  together with interest on it to that
date, into 152,975 STG Shares.

     (iv) -on 30 April 1999,  Robert Boot was issued with convertible loan notes
for a total of (pound)254,788.07.  of this amount,  (pound)86,137.07 was held by
him as trustee.  These loan notes were  converted  into 339,714 STG Shares on 29
September 1999. of that number, 114,846 STG Shares are held by him as trustee.

     (v) _-on 12 February 1999,  Capital Strategy were issued with a convertible
loan  note  for  (pound)5,000  for  cash  consideration.   This  loan  note  was
convertible  at 70p per STG  Share and no  interest  was  payable  on it. It was
converted on 10 June 1999 into 6,666 STG Shares.

     (vi) -Mark Warde Norbury,  a director of Capital Strategy,  purchased 6,560
STG Shares at a price of 75p per share on 22 January  1999.  on 12 February 1999
he was  issued  with  a  convertible  loan  note  for  (pound)10,000,  for  cash
consideration  convertible at 72p per share with interest payable at the rate of
8% per annum.  on 10 June 1999 he converted  the sum of  (pound)10,000  together
with interest into 14,266 STG Shares.  He purchased  5,000 STG Shares at a price
of 72p per share on 15 July 1999. on 7 December  1999 he  subscribed  for 55,555
STG Shares for cash consideration at a price of 90p per share.

     (vii) -Anthony  Drury, a director of Capital  Strategy  purchased 1,400 STG
Shares at a price of 73p per share on 16 July 1999.

     (viii) -On 14 July 1999,  Corporate  Synergy  sold 10,000 STG Shares at 60p
per share and on 15 July 1999 it sold 5,106 STG  Shares,  also at 60p per share.
Corporate Synergy no longer holds any STG Shares.




D. General

     (a) -Save as disclosed above, neither Internet nor any of its subsidiaries,
nor any of the directors of Internet or directors of Radical,  nor any member of
their immediate families nor, so far as the directors of Internet or Radical are
aware  (having made due and careful  enquiry),  and  connected  person,  nor any
person deemed to be acting in concert with Internet,  owns,  controls or (in the
case of the  Directors  of Internet or  directors  of Radical,  their  immediate
families and connected  persons) is interested,  directly or indirectly,  in any
relevant securities,  nor has any such person dealt for value therein during the
disclosure period.

     (b) -Save as disclosed above,  neither Radical nor any of its subsidiaries,
nor any of the directors of Radical,  nor any member of their immediate families
nor, so far as the  directors of Radical are aware  (having made due and careful
enquiry),  any connected  person,  nor any person deemed to be acting in concert
with Radical,  owns, controls or (in the case of the directors of Radical, their
immediate families and connected persons) is interested, directly or indirectly,
in any  relevant  securities,  nor has any such person  dealt for value  therein
during the disclosure period.

     (c) -Save as  disclosed  above and so far as Radical  is aware,  no banker,
stockbroker, financial or other professional adviser to Radical, nor any firm in
which any of them is a partner,  nor any  subsidiary  or  associated  company of
Radical, nor any person controlling,  controlled by or under the same control of
such banker,  stockbroker,  financial  or other  professional  adviser,  nor any
pension  fund  of  Radical  or any of its  subsidiaries,  nor any  person  whose
investments  are managed on a  discretionary  basis by fund managers (other than
exempt fund managers)  connected with Radical,  owns, controls or is interested,
directly or  indirectly,  in any  relevant  securities,  nor has any such person
dealt for value therein during the disclosure period.

     (d) -No  arrangement  exists  between any person and  Internet,  any person
acting in concert with Internet, Radical or any associate of Internet or Radical
in relation to  relevant  securities  including,  in addition to  indemnity  and
option  arrangements,  any agreement or  understanding,  formal or informal,  of
whatever nature,  which may be an inducement to deal or refrain from dealing nor
has any such person dealt for value therein during the disclosure period.

4. Rights attaching to the New Internet Shares

(a)  -Internet has not  registered  its issue of the New Internet  Shares or the
     resale of those shares.  Accordingly,  Radical Shareholders who receive New
     Internet  Shares in this Offer (and each  subsequent  purchaser  of the New
     Internet  Shares)  may not,  and agree  not to,  offer,  sell or  otherwise
     transfer publicly the New Internet Shares prior to:

     (i) -the date which is one year after the date of the  issuance  of the New
Internet Shares in this Offer, in which case the New Internet Shares may only be
sold pursuant to the volume,  manner of sale and other limitations  contained in
Rule 144 under the Securities Act; or




     (ii)  -the  date  which is two  years  (or such  shorter  period of time as
permitted by Rule 144(k) under the  Securities  Act or any  successor  provision
thereunder)  after  the date of the  issue of the New  Internet  Shares  in this
Offer;

     -unless  such offer,  sale or transfer is made  pursuant to a  registration
statement  which has been declared  effective  under the  Securities  Act non US
persons who acquire New  Internet  Shares in the Offer may transfer to other non
US person in  transactions  that  occur  outside  the US within  the  meaning of
Regulation  S under the  Securities  Act, or is pursuant to any other  available
exemption from the registration requirements of the Securities Act.

(b) -The resale of the New Internet  Shares  pursuant to an  exemption  from the
Securities Act is contingent  upon Internet  receiving an opinion of counsel (at
the cost of Radical  Shareholders)  reasonably  satisfactory to Internet stating
that  any  sale,  transfer,  assignment  or  hypothecation  is  exempt  from the
registration and prospectus  delivery  requirements of the Securities Act. In no
event will a sale or transfer be permitted if, in the opinion of Internet or its
counsel,  such  sale or  transfer  would  violate  the  Securities  Act or state
securities laws, including investor suitability standards.

(c) -The Radical Shareholders  understand that, except if registered pursuant to
the Registration  Rights Agreement  described below.  Internet has undertaken to
the directors of Radical to file a registration statement with the United States
Securities  and  Exchange  Commission  no later than 12 months  from the date of
issue of the New Internet Shares.  Internet has also undertaken that during this
period  it will  not  file a  registration  statement  with  the  United  States
Securities  and Exchange  Commission in respect of Internet  Shares owned by STG
which for the purposes of the Offer are acting in convert with Internet, as well
as of Internet, and which for the purposes of the Offer is regarded as acting in
concert with Internet,  prior to filing the registration statement in respect of
the  Internet  Shares to be issued to  Radical  Shareholders.  Each  certificate
representing  the New  Internet  Shares  will be  endorsed  with the  legends in
substantially the following form:

     -THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,  TRANSFERRED,
ASSIGNED OR  HYPOTHECATED  UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER SUCH ACT COVERING  SUCH  SECURITIES  OR THE TRANSFER IS MADE IN COMPLIANCE
WITH RULE 144 OR  ANOTHER  EXEMPTION  PROMULGATED  UNDER  SUCH ACT AND  INTERNET
RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INTERNET, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

(d) -Holders of New Internet  Shares,  which are "common  stock" are entitled to
one vote per  share on all  matters  to be  voted  upon by the  stockholders  of
Internet, and the holders of common stock vote together as a single class on all
matters to be voted upon by the stockholders.




     -The holders of common stock are entitled to receive ratably such dividends
when,  as and if declared  from time to time by the directors of Internet out of
the assets of  Internet  available  for the payment of  dividends  to the extent
permitted  by  law,  subject  to  preferences  that  may  be  applicable  to any
outstanding preferred stock and any other provisions of Internet' certificate of
incorporation.  Internet does not, however, anticipate paying any cash dividends
in the foreseeable future.

     -Holders of common stock have no  pre-emptive  or other rights to subscribe
     for additional  shares. No shares of common stock are subject to redemption
     or a sinking  fund.  Holders of common  stock  also do not have  cumulative
     voting  rights,  which means the holder or holders of more than half of the
     shares  voting for the  election of directors  can elect all the  directors
     then being elected.

(e) -In the event of any  liquidation,  dissolution  or winding up or  Internet,
whether  voluntary  or  involuntary,  after  payment  of  the  debts  and  other
liabilities  of  Internet,  and  subject  to the  rights of holders of shares of
preferred  stock,  holders of common stock are entitled to share pro rata in any
distribution  of remaining  assets to the  stockholders.  All of the outstanding
shares of common stock are fully paid and non-assessable.

5. Market Quotations

The following  table shows the middle market prices of Radical Shares as derived
from  Newstrack  Limited 1 December 1999,  being the date of their  admission to
trading on OFEX and the first dealing day of each subsequent month, and 28 March
2000 (the latest practicable date prior to posting of this document) and_2 March
2000 being the latest date prior to the posting of the announcement of the terms
of the Offer:

1  December 1999                                                     117.5p
4  January 2000                                                       82.5p
1  February 2000                                                      97.5p*
1  March 2000                                                         97.5p*
2  March 2000                                                         97.5p*
28 March 2000                                                        160.0p

*Radical Shares were suspended between 14 January 2000 and 6 March 2000.

6. Material Contracts

6.1 Radical

     -The  following  contracts  have been  entered  into by Radical,  not being
contracts  entered into in the ordinary  course of business,  within the 2 years
immediately prior to the Offer Period which are or may be material:

     (a) -agreement made 15 May 1998 between MDA Computing Ltd (1),  Radical (2)
and Messrs G R Boot, J A Burns, S Khan and P Roberts (Investors) (3) whereby the
Company purchased the MDA Computing  business for an aggregate  consideration of
(pound)7,004 plus additional consideration.

     (b)  -agreement  made 7 June  1999  between  M Segal  and G R Boot  (1) and
Radical (2) for the use and sale by the Company of a Job Costing  System whereby
50 per cent of the sale proceeds of Job Costing Systems (as invoiced by Radical)
is payable  to Messrs  Segal and Boot when the sale  proceeds  are  received  by
Radical.




     (c)  -agreement  made 27  September  1999  between  Radical (1) and Capital
Strategy (2) whereby  Capital  Strategy  agreed to arrange for the  flotation of
Radical on the OFEX market in  consideration  of a fee of  (pound)20,000,  5 per
cent.  of the funds raised in the offer and the option to subscribe for Ordinary
Shares referred to in sub-paragraph 6.1(d) below.

     (d)  -agreement  made 26  October  1999  between  Radical  (1) and  Capital
Strategy (2) whereby Capital Strategy were granted an option to subscribe for up
to 88,190  Ordinary  Shares at a price of 100p per Radical Share for a period of
three years from completion.

     (e) -agreement made 3 March 2000 between MDA Computing  Limited (1) Radical
(2)  and the  Investors  (3)  whereby  the  parties  agreed  how the  additional
consideration  obligations  of the Investors  under the contract  referred to in
sub-paragraph 6.1.(a) would be satisfied by the Investors.

6.2   Internet

     -The following contracts have been entered into by Internet or a subsidiary
of  Internet,  not  being  contracts  entered  into in the  ordinary  course  of
business,  within the 2 years immediately prior to the Offer Period which are or
may be material:

     (a) -acquisition agreement and Plan of Reorganisation dated 28 October 1999
between  Internet  (1) Fairfax  Equity  Limited (2) and STG  Holdings PLC and TH
Investments  Limited (3) whereby Internet  purchased the issued share capital of
Fairfax  Equity  Limited in  exchange  for the issue by  Internet  of a total of
8,640,000  Internet  Shares at US$0.25 a share  representing  80.2 per cent.  of
Internet's capital after the acquisition;

     (b) -a settlement  agreement  dated 25 November  1999 between  Internet (1)
Agritech  Holdings  Limited  (2) and  Ghanagricola  Limited  pursuant  to  which
disputes relating to W S Clarke Limited and Chiron Systems Limited were settled;

     (c) -a private  placement  agreement dated 17 January 2000 between Internet
(1) and Panther Capital Limited (2) pursuant to which 5,000,000  Internet Shares
were placed at $1 per share. The entire 5,000,000  Internet Shares were taken up
by Panther Capital Limited.

     (d) -a conditional  agreement  dated 24 March 2000 by which Internet agreed
to acquire the entire  outstanding  capital  stock of Core Ventures  Limited,  a
company incorporated in England, from Troy Limited, a Cayman Corporation,  for a
consideration of the issue of 1,800,000 Internet Shares.

7. Service Contracts

(a) -Service agreements have been entered into between Radical and the directors
of Radical, the principal terms of which are summarised below:

                                  Pension
                  Current    contribution       Annual
                Effective     of contract     per cent
     Directors       Date    remuneration    of salary        Position
G Robert Boot     1.10.99   (pound)70,000       Nil           Executive Chairman
Julian A Burns    1.10.99   (pound)64,000       Nil           Managing Director
Philip Roberts    1.10.99   (pound)50,000       Nil           Support Director

(b) -G R Boot's  contract is  terminable  on twelve  month's  written  notice by
either  party  and  allows G R Boot to reduce  his time  spent  working  for the
company to a minimum of three days per week with a  proportionate  reduction  of
salary.




(c) -J A Burns' and P Roberts' contracts are terminable on six month's notice by
either party.

(d)   There is no employment agreement with S P_Allesch-Taylor.

(e) -There are no service agreements  existing or proposed between the directors
and Internet or Radical which are not terminable  within one year by Internet or
Radical respectively without payment of compensation.

(f) -There is no arrangement  under which any director of Internet or of Radical
has agreed to waive future emoluments.

(g) -Save  for the  agreements  referred  to above,  there  are no  existing  or
proposed  service  agreements  between  any of the  directors  of Radical or the
directors of Internet and any member of Internet or Radical.

(h) -Save for the salaries or fees to be paid to the directors of Radical, there
will be no  variation  in the total  emoluments  received  by the  directors  of
Internet or the directors of Radical as a result of the Offer.

8. Other Information

(a) -No proposal exists in connection with the Offer that any payment be made to
any person as  compensation  for loss of office or as  consideration  for, or in
connection with, his retirement from office.

(b) -Save as disclosed elsewhere in this document, no agreement,  arrangement or
understanding  exists  between  Internet  or any party  acting in  concert  with
Internet  for  the  purposes  of the  Offer  and  any of the  directors,  recent
directors,  shareholders or recent shareholders of Radical having any connection
with or dependence upon the Offer.

(c) -No agreement,  arrangement or  understanding  exists whereby the beneficial
ownership of any of the Radical  Shares  acquired in pursuance of the Offer will
be  transferred  to any other person,  save that Internet  reserves the right to
transfer  any Radical  Shares so acquired  to any other  member of the  Internet
Group.

(d) -Corporate  Synergy and Capital  Strategy have given and not withdrawn their
written  consents  to the issue of this  document  with the  inclusion  of their
respective opinions and recommendations,  and the references to their respective
names in the form and context in which they appear.

(e) -Other than as disclosed in parts 1 and 3 of this document there has been no
material  change in the  financial  or trading  position  of  Internet  since 31
December 1999 (the date to which the last accounts of Internet were prepared).

(f)  -Other  than as  disclosed  in Part 2 of this  document  there  has been no
material  change in the financial or trading  position of Radical since 31 March
1999 (the date to which the last audited accounts of Radical were prepared).

9. Documents Available for Inspection

Copies of the  following  documents  will be  available  for  inspection  at the
offices  of  Fladgate  Fielder,  25 North Row,  London,  W1R 1DJ,  during  usual
business hours on any weekday (Saturdays and public holidays excepted) while the
Offer remain open for acceptance:

(a)  the memorandum and articles of association of Radical;

(b)  the articles of incorporation and bylaws of Internet;

(c)  -the  published  audited  consolidated  accounts  of  Radical  for  the two
     financial periods ended 31 March 1998 and 31 March 1999;




(d)  the published  audited  accounts of Internet of the three  financial  years
     ended 31 December 1999;

(e) the material  contracts referred to in paragraph 6 of this Appendix V;

(f)  the written consents referred to in paragraph 8(d) of this Appendix V;

(g)  the service contracts referred to in paragraph 7 of this Appendix V;

(h)  this document and the Form of Acceptance; and

(i)  -the  irrevocable  undertakings to accept the Offer described in the letter
     from the Independant Directors.

30 March 2000


                                   Appendix VI

                                   Definitions

The following definitions apply throughout this document and in the accompanying
Form of Acceptance, unless the context otherwise requires.

"Act"                       the Companies Act 1985 (as amended)

"Capital Strategy"          Capital Strategy Plc, financial adviser to Radical,
                            which is regulated by the Securities and Futures
                            Authority Limited

"City Code"                 the City Code on Takeovers and Mergers

"Corporate Synergy"         Corporate Synergy PLC, financial adviser to Internet
                            which is regulated by the Securities and Futures
                            Authority Limited

"Form of Acceptance"        the form of acceptance, authority and election
                            relating to the Offer

"Independent Directors"     the independent directors of Radical being Philip
                            Roberts and Julian Burns

"Internet"                  Internet Holdings Inc

"Internet Shareholders"     holders of Internet Shares

"Internet Shares"           ordinary shares of common stock in Internet of
                            US$0.001

"New                        Internet Shares" the new unregistered common stock
                            of US$0.001 each in Internet to be issued, credited
                            as fully paid pursuant to the Offer

"Offer"                     the Offer for Radical being made by Corporate
                            Synergy on behalf of Internet as described in this
                            document

"Panel"                     the Panel on Takeovers and Mergers




"Receiving Agent"           Connaught St. Michaels Limited

"Radical"                   Radical Technology plc

"Radical Shareholders"      holders of Radical Shares

"Radical Shares"            ordinary shares of 5p each in Radical

"SEC"                       United States Securities and Exchange Commission

"Securities Act"            United States Securities Act of 1933

"STG"                       STG Holdings PLC

"STG Shares"                ordinary shares of 50p in the capital of STG

EX-2.2

                                 HEADS OF TERMS


                                      DATE



                              INTERNET HOLDINGS INC



                                 ACQUISITION OF



                                   FERMAN A.G.

                                      FROM

                             (1) DR. ALEXANDER NILL
                              (2) FORTMAN CLINE AG





                                 HEADS OF TERMS

This Agreement is entered into this 3rd day of May 2000 by and between:-

1.      Internet Holdings Inc, a Utah  Corporation,  US Tax ID Number 13-3758042
        (hereinafter called "the Acquirer") and

2.      Dr Alexander Nill of 2 Roberts Mews,  London,  SW1X 8DA,  United Kingdom
        and FORTMAN CLINE AG a Company  incorporated  in  Switzerland  and whose
        registered   office  is  situate  at  Farberstrasse   33,  8008  Zurich,
        Switzerland  (hereinafter called "the Vendors") and together referred to
        as "the parties".

1.      PURCHASE OF FERMAN A.G.

1.1     The Acquirer hereby agrees to purchase and the Vendor agrees to sell 51%
        of the outstanding capital stock of Ferman AG, a Company incorporated in
        Seestrasee  65, 6052  Hergiswil,  Switzerland  (hereinafter  called "the
        Acquiree")  subject to the completion of the various  matters set out in
        Clause 2 below.

1.2     The  consideration  payable by the Acquirer shall be $42,000,000  (Forty
        Two Million  United States  Dollars) to be paid in the form of 3,360,000
        (Three Million, Three Hundred and Sixty Thousand)


                                       2





        shares of the Acquirer's Common Stock, to be treated as fully paid.

2.      The Share exchange set out above is conditional on the completion of the
        following actions:-

2.1     The  production  of a set of audited  accounts  for the  Acquiree by the
        Vendor is a form  satisfactory  to the  Acquirer,  showing,  inter alia,
        assets consisting of at least US$83,000,000 (Eighty Three Million United
        States Dollars).

2.2     The execution of a guarantee by the Vendor and the Vendor's shareholders
        in a form acceptable to the Acquirer that 51% of the realisable value of
        the assets of the Acquiree will be not less than $42,000,000  (Forty Two
        Million  United  States  Dollars)  and that in the case  that 51% of the
        assets  are less  than  $42,000,000  that the  Vendor  will  make up any
        difference between the actual realisable value of the assets and the sum
        of $42,000,000 in cash or in the form of equity securities acceptable to
        the Acquirer.

2.3     The  execution  by the  parties of a purchase  contract  in a form to be
        agreed  between the parties  containing  the usual  representations  and
        warranties  regarding the Parties


                                       3



        and the proposed  transaction  provided always that this agreement shall
        be deemed  binding  upon the  parties  who shall  collectively  take all
        reasonable  steps as are necessary to give effect to all the  provisions
        of this agreement.  Neither party shall  deliberately do any act or omit
        from  doing  any act with the  intent  to  delay or  prevent  any of the
        matters  referred  to herein and agreed to be done by the  parties  from
        being done and the  transactions  contemplated  by this agreement  being
        fully completed.  For the purpose of this agreement time shall be deemed
        to be of the essence.

3.      Termination

3.1     This Agreement may be terminated by the action of the Board of Directors
        of the Acquirer or by the action of the Board of Directors of the Vendor
        at any time prior to closing subject to and only if:

3.1.1   There  shall be any  actual or  threatened  action or  proceeding  by or
        before  any Court or any other  governmental  body  which  shall seek to
        restrain,  prohibit, or invalidate the transactions contemplated by this
        Agreement and which,  in the Judgment of such Board of Directors made in
        good  faith  and  based  upon  the  advice  of Legal  Counsel,  makes it
        inadvisable  to  proceed  with  the  transactions  contemplated  by this
        Agreement; or


                                       4



3.1.2   The Closing shall not have occurred  prior to May 30, 2000 or such later
        date as shall have been approved by the parties  hereto,  other than for
        reasons set forth below;

3.1.3   There  shall  have  been any  material  adverse  change  in the  assets,
        properties,  business or financial  condition of the Acquiree taken as a
        whole,  which could have a materially adverse effect on the value of the
        Acquiree (but subject to the provisions of Clause 2.2 above);;

3.1.4   In the event of termination pursuant to this Clause no obligation, right
        or liability  shall arise hereunder and each party shall bear all of the
        expenses  incurred by them in connection with the negotiation,  drafting
        and execution of this Agreement and the consummation of the transactions
        herein contemplated.

4.      General

4.1     Any notice  required  or  permitted  to be given by either  party to the
        other under these Conditions shall be in Writing addressed to that other
        party at its  registered  office or principal  place of business or last
        known  address or such other  address as may at the  relevant  time have
        been notified  pursuant to this provision to the party giving the notice
        or to the respective parties solicitors as defined herein.


                                       5



4.2     No waiver  by either  party of any  breach  of this  Agreement  shall be
        considered as a waiver of any subsequent breach of the same or any other
        provision.

4.3     If any provision of these Conditions is held by any competent  authority
        to be invalid or  unenforceable  in whole or in part the validity of the
        other  provisions of these Conditions and the remainder of the provision
        in question shall not be affected thereby.

4.4     This  Agreement  and these  Conditions  shall be governed by the laws of
        England and the parties  consent to the  exclusive  jurisdiction  of the
        English  courts  in all  matters  regarding  this  Agreement  and  these
        Conditions.

4.5     Unless  the  context  otherwise  requires,  words  importing  one gender
        include all other genders and words  importing the singular  include the
        plural and vice versa. The Headings incorporated into this agreement are
        solely for the purpose of identification  only and each clause contained
        herein  shall be  construed  by  reference to the meaning of the wording
        used.

4.6     This Agreement is  confidential  to the parties to the Agreement and may
        not be  disclosed  to any  third  party  except as  required  by the law
        applicable to this Agreement without the permission of the other party.

                                       6




5.      CONTINUING DISPUTES ARBITRATION


5.1     In the event of there  being any dispute  that has not been  resolved in
        accordance  with the provisions of clause 14 above then in the continued
        absence of agreement (which for this purpose shall be deemed  conclusive
        if either the Grantor or the grantee  should serve a notice on the other
        calling  for the  dispute to be  arbitrated  upon) the  matter  shall be
        referred to  arbitration.  Such dispute  shall be determined by a single
        Arbitrator  to be agreed  upon by the  parties  but in  default  of such
        agreement  shall be nominated on the  application of either party by the
        President of the Law Society for the time being in  accordance  with and
        subject to the provisions of the  Arbitration  Act 1950 or any statutory
        modification or re-enactment  thereof for the time being in force.  Upon
        every such reference the arbitrator shall have power to take the opinion
        of Counsel as he may think fit and to act upon any  opinion so taken and
        to  obtain  the  assistance  of such  accountants  or a valuer  or other
        experts as he may think fit and to act upon any  statement  of accounts,
        valuation or expert assistance so obtained.

6.      CANCELLATION

6.1     This agreement shall not be varied or cancelled unless such variation or
        cancellation shall be expressly agreed in writing by the parties hereto.


                                       7



7.      CONTINUING EFFECT OF AGREEMENT

7.1     If any of the  provisions of this  agreement is found by an  arbitrator,
        court or other  competent  authority  to be void or  unenforceable  such
        provision  shall be deemed to be  deleted  from this  agreement  and the
        remaining  provisions of this  agreement  shall remain in full force and
        effect. Notwithstanding the foregoing the parties hereto shall thereupon
        negotiate  in good  faith  in order to  agree  the  terms of a  mutually
        satisfactory  provision to be substituted  for the provision so found to
        be void or unenforceable.

8.      NO PARTNERSHIP

8.1     Nothing in this  agreement  shall be deemed to  constitute a partnership
        between the parties to this  agreement  nor  constitute  any party,  the
        agent  of the  other  party  or  otherwise  entitle  any  party  to have
        authority to bind the other party for any purpose.

9.      No conflict with other Instruments.

9.1     The execution of this Agreement will not violate or breach any document,
        instrumental, agreement, contract or commitment of the Acquiree to which
        Acquiree or Vendor.


                                       8





10.     Signatories are duly authorised.

10.1    The  signatories  to this  Agreement  have been duly  authorised  by all
        appropriate and necessary  action by their  respective  organisations to
        sign and enter into this agreement.


IN WITNESS  WHEREOF the parties have  executed  this  Agreement the day and year
first above written.

Signed for and on behalf of Internet Holdings Inc

By /S/ Stefan Allesch-Taylor
President

Witnessed

Signed by Dr Alexander Nill  /s/ Dr Alexander Nill

Witnessed

Signed for and on behalf of Fortman Cline AG

By   /s/  Paul Schuler

Witnessed


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