March 30, 2001

Company name: inter Q inc.
Address: 20-1, Sakuragaoka-cho, Shibuya-ku, Tokyo
Representative: Masatoshi Kumagai, Representative Director and President
OTC issues: Code No. 9449
Contact person: Yoshihiro Himeji, Director and General Manager of Management Department
Phone: 03-5456-2555 (switchboard)
URL: http://www.interq.ad.jp

Announcing the changeover of iSLE Inc. to a wholly owned subsidiarycompany through the exchange of shares
We are pleased to inform you as follows that in the board meeting held on March 29, 2001, our company
resolved to make iSLE Inc. a wholly owned subsidiary company on May 8, 2001, though the exchange ofshares.

Note:
1.The objective is to make iSLE Inc. a wholly owned subsidiary company through the exchange ofshares
As an integrated infrastructure company for the Internet, we operate the access business, server business,and domain business for the Internet.
e-commerce develops.

Above all, demand for the server business is expected to grow as

Therefore, we are focusing on the rental server business for corporate andpersonal customers, and operate “interQ OFFICE,” or a membership integrated Internet service forcorporate customers, “marugoto server,” or server rental service with high-speed circuits, and“Discount-Domain.com rental server,” or domain registration service on the Discount-Domain.com site.
On the other hand, iSLE Inc. operates the rental server business in the main, and its level of technology ishigh.
We decided to exchange shares with iSLE Inc., with the aim of improving our customer base in the serverbusiness field, and enhancing the convenience for customers by sharing both companies’ technology,know-how, and marketing.

1.

Conditions for the exchange of shares(1) Schedule
Board meeting to approve an agreement for the exchange of shares: March 29, 2001

Conclusion of an agreement for the exchange of shares: March 29, 2001
Shareholders meeting to approve the agreement: The exchange will be conducted without obtaining approval in a shareholders’ meeting under
Section 1 of Article 358 of the Commercial Law.
Date of the exchange: May 8, 2001

(2)Share exchange ratio

Share exchange ratio

interQ inc.
(100% parent company)
1iSLE Inc.
(100% subsidiary company)
68.5(Notes)1.

Share allotment ratio

A total of 68.5 interQ shares are allotted to one iSLE share.
2.

Appraisal results, the appraisal method, and the appraisal basis by a third party instituteWith respect to the ratio for the exchange of shares, interQ inc. and iSLE Inc. decided on theratio based on the appraisal results computed by AER Corporation, a third party institute, using
the average market price and the DCF method.
3.

New shares issued by the exchange of shares

Appraisal basis by a third party institute*Computation period for the average share price: from December 15, 2000 to March 14, 2001
4.

New shares issued by the exchange of shares

Par value common stocks: 574,515 shares (face value 50 yen)(3)Compensation for the exchange of shares
Compensation is not paid for the exchange of shares.
(4)Initial date of calculating the dividends
Initial date of reckoning dividend of new shares issued by the share exchange is January 1,2001.

2.

Profile of companies that exchange shares

Trade nameBusiness contentsinterQ inc.
Comprehensive Internet
infrastructure business1.Access service
2.Server service
3.Domain service（As of March 30, 2000）
iSLE Inc.
1.Web hosting service
2.School business (fostering ofgame creators), Internet technology
education

Date ofMay 24, 1991
establishment
Location of the 10F Shibuya Infosstower, 20-1,
head office
Sakuragaoka-cho, Shibuya-ku,
TokyoCompany
Masatoshi Kumagai
representative
Amount of capital 3,200,649 thousand yen
Outstanding shares 25,099,179 shares (50 yen)
(Face value)
Shareholders’8,189,944 thousand yen
equityGross asset
9,297,924 thousand yen
Settlement term
December 31
Employees
119
Main accounts
Clients: personal customers

Major
shareholders andtheir shareholding
ratio (with morethan a 10%
shareholding ratio)
Main bank
Number ofshareholders

December 14, 1993
Nissei Kojimachi Building, 3-3-6,Kudan-minami, Chiyoda-ku, Tokyo
Mitsuru Aoyama
419,500 thousand yen
8,390 shares (50,000 yen)
363,317 thousand yen

Shoei Ltd. 45.11%
Masatoshi Kumagai 11.55%

712,305 thousand yen
June 3071
Supplier: Network Solutions Inc. USA
Nissho Electronics Corporation,and others
Clientele:Webkeepers Inc. and others
Dodwell BMS Ltd. 73.9%
Pasona Softbank Inc. 10.07%

Bank of Tokyo-Mitsubishi
1,376 people

Bank of Tokyo-Mitsubishi
17 people

Financial results of recent three account terms

interQ inc.
(100% parent company)
Settlement term
Sales (thousand yen)
Operating income(thousand yen)
Ordinary income(thousand yen)
Net income(thousand yen)
Net income per share(yen)
Dividend per share(yen)Shareholders’ equity
per share

iSLE Inc.
(100% subsidiary company)

F/Y ended
December
1998
1,945,989

F/Y ended
December
1999
3,703,421

F/Y ended
December
2000
6,784,578

F/Y ended
November
1998
90,828F/Y ended
November
1999
129,310

219,894

715,482

1,308,637

1,295△1,156△77,902215,256784,297

1,202,370

1,881

1,543

△80,881

98,294

329,009562,786

1,809

1,288

△66,395

366.77

60.62

22.70

9,049.49

6,442.42△10,586.95

−−

5.0

―――

1,460.6

765.23326.3048,081.38

54,523.80

45,031.58

F/Y ended
June 2000
254,716

3.

Company profile after the exchange of shares

Trade nameBusiness contents

Location of the head office

Company representative
Amount of capitalinterQ inc.
(100% parent company)
Comprehensive Internet
infrastructure business1.Access service
2.Server service
3.Domain service
10F Shibuya Infosstower,
20-1, Sakuragaoka-cho,Shibuya-ku, TokyoMasatoshi Kumagai
3,200,649 thousand yen

iSLE Inc.
(100% subsidiary company)
1.Web hosting service
2.School business (fosteringof game creators), Internettechnology education
Nissei Kojimachi Building,
3-3-6, Kudan-minami,
Chiyoda-ku, Tokyo
Mitsuru Aoyama
419,500 thousand yen(1) Effects on business performance
We believe that with this exchange of shares we will be able to establish a stable profit
structure, because we can enhance our customer base in the rental server business of our group,and improve convenience for our customers.

(2) Forecast on consolidated financial results after the exchange of shares
We have not announced the latest business forecast because the business environment
surrounding the Internet is very volatile and difficult to project.

Instead, we will continue topromptly disclose our quarterly financial results rather than business forecasts.
Concluded[Information]
As of Aril 1, 2001, interQ inc. will change its trade name and the location of its head office.
New trade name: Global Media Online Inc.
New location of head office: Cerulean Tower, 26-1, Sakuragaoka-cho, Shibuya-ku, Tokyo