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April 12, 2000

Diagonal Completes Acquisition of Interop Technologies

COMPANY PRESS RELEASE: Diagonal today announced the acquisition of Interop Technologies Limited.

By CBR Staff Writer

Interop, founded in 1995, is now recognised as one of the UK’s leading providers of secure remote access technology. Products are sourced from a number of market-leading suppliers, in particular, 3Com and RSA Security. Interop is a 3Com Remote Access ‘Master’ Partner, one of only 4 in the UK, and its extensive client list includes Barclays Bank, NatWest, Telewest, News International, Thus, Barnados and CCTA.

Audited accounts for the year ended 31 May 1999 show a profit before tax of GBP 501,000 on revenue of GBP2.8 million. At completion, Interop had net assets of approximately GBP500,000. The initial consideration amounts to GBP7.27 million of which GBP5.5 million was paid in cash from the Group’s own resources with the balance satisfied by the issue of new Diagonal Ordinary shares. A deferred consideration will be satisfied by a further issue of shares up to a maximum value of GBP4 million subject to Interop meeting demanding profitability targets in the period up to 30 November 2000.

Chris Glossop – MD of Interop commented:

We have been approached by a number of interested parties in recent months but Diagonal was the obvious choice. Had we been in a position to acquire companies ourselves we would have followed a very similar approach to Diagonal Solutions. We are looking forward to a challenging and successful future as part of the Diagonal Group.

Mark Samuels – Executive Chairman of Diagonal commented:

Interop Technologies becomes the fourth member of our new product-led Consulting Group, Diagonal Solutions. They have already worked closely with our previous acquisition, CenturyCom and we look forward to a further period of strong growth. We welcome Chris and his staff to the Group.

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