Press Release - December 8, 1999

Integrity Announces Merger/Acquisition of UK Software Services Group Jyris And
$3,000,000 U.S. Acquisition of Computer Foundations Ltd.

SAN DIEGO, Dec. 8 /PRNewswire/ -- INTEGRITY HOLDINGS, LTD. (the "Company") (OTC
Bulletin Board: INTY - news) an Irish-based holding company specializing in
software and financial services, today, (Wednesday 8th December 1999) announced
its merger with UK-based software services group, Jyris via a stock and share
transaction. The terms of the merger calls for Integrity Holdings to issue 15.8
million new common shares to satisfy a one-for-one share exchange. The merger
will have a positive impact on earnings and will double the size of Integrity
Holdings in terms of revenue and earnings and is expected to yield a total Group
turnover of US$85.5 million to year-end December 2000. Based on the current
share value, the Group's combined market capitalization will be in the region of
US$220 million.

The enlarged Group will trade as Integrity Holdings.

Established in 1998, Integrity Holdings operates in the software and related
financial service market. With over 10,000 corporate customers, the Company has
grown dramatically both organically and through a number of acquisitions and
currently operates eight subsidiary companies in Ireland and the UK. Revenues to
the third quarter, September 1999 were US$25.9 million with profit before tax
and goodwill at US$3.2 million. Integrity Holdings was launched on NASDAQ OTC/BB
in August 1998 under the symbol of INTY.

Headquartered in Buckinghamshire, the Jyris Group is made up of ten operations,
six of which are based in the UK with two operations based in South Africa and
two in Ireland. Revenues to the third quarter, September 1999 were US$21.7
million with profit before tax and goodwill of US$1.8 million. Jyris has a
corporate customer base of over 2,300 under contract paying over US$7.5 million
in term contracts on an annual basis. Through its subsidiary Total Assets, Jyris
has access to over 7,000 UK-based Value Added Resellers. The Company was formed
in 1998 when management acquired IBIS from AMEX listed SVI Systems Inc. The sale
of IBIS was in line with SVI's stated objective to move closer towards its goal
of becoming a leading provider of end-to-end retail software solutions
internationally. SVI is 60% owned by South African software group Softline
Limited, which has a listing on the Johannesburg Stock Exchange, and is the
fourth largest IT group in South Africa.

Barry Schechter, Chief Executive of SVI, along with fellow SVI Director, Don
Radcliff will join the Integrity Board in a non-executive capacity. In addition
Softline Chief Executive Officer, Ivan Epstein, will also join the Board in a
non-executive capacity.

Peter Nagle, Chief Executive Officer of Jyris will replace Paul Nagle as Chief
Executive Officer of Integrity Holdings while Paul Nagle will take up the
position of Chief Operations Officer. Paul Carroll will retain his position as
Chief Financial Officer and Kenneth Butler will remain as Chairman of the Group.
All board and management appointments take place with immediate effect.

Born in Dublin and currently based in the UK, Peter Nagle has worked in the
software industry since 1986.

The merger is in line with Integrity Holdings strategy to develop a globally
based information technology group. Both companies currently operate in the
software services (Vertical Software products), web technology (Internet B2B
solutions) computer leasing and computer maintenance & networking.



The Group's software products are industry specific to construction, credit
unions, print & packaging and cleaning management. In each of these sectors, the
Group's software products are one of the market leaders. The software
development costs across the Group's six companies targeting Vertical Software
markets will be rationalized allowing significant improvements in the bottom
line.

With over 16,000 corporate customers, other Group services such as web
connectivity and design, e-commerce solutions and managed networking will be
marketed to both companies' customer bases providing efficient margin generating
opportunities and a high degree of recurring revenues. As the Group develops its
global presence, it expects to benefit significantly from licensing its software
products into these new markets and expects to sell its technologies to these
new corporate relationships.

While developing synergies between the Group's businesses, the Group will
develop its mission critical software application companies organically and
through acquisition. The substantial recurring revenues from its customer bases
will help produce solid sustainable earnings and enhance shareholder value as
well as providing committed IT partnerships with its corporate customers.

Commenting on the merger, Peter Nagle, incoming CEO of Integrity Holdings said,
"This is a positive development for management and staff of both companies,
culturally, the fit between Jyris and Integrity Holdings is excellent. Combined
our rate of expansion will be vastly accelerated. This merger will fast track
the process of moving to the NASDAQ National Market over the next twelve (12)
months."

"We are confident that we will be able to deliver a superior product and service
portfolio that will complement our existing business. Strategically, this merger
will provide an important link of Integrity Holdings into the South African
market and will consolidate the Group's position in Ireland and the UK,"
concluded Peter Nagle.

Commenting on the short term objectives, post merger Paul Nagle said, "We are
confident that we can maximize synergies across all group companies to ensure
positive growth, and enable us to fulfill our development plans. The merger will
give Integrity Holdings the size and scale to pursue a number of strategic
objectives. These include identifying suitable acquisition opportunities to
enhance our product range and market position."

He continued, "Long term, the company's focus is building a sustainable earnings
around propriety software technologies and furthering its expansion into Europe,
US, Australia and Asia."

Integrity Holdings also announced today that it has acquired all of the issued
and outstanding shares of Computer Foundations Limited (CFL) via a combination
of cash and shares of Integrity common stock for a consideration of over US$3
million. CFL is a leading developer of construction application software based
in Colchester, England. CFL has been operating profitably in the UK since 1984
and has over 700 customers and 35 staff. The business generated approximately
US$3.3 of revenues in the last twelve months, with over 30% in recurring term
contracts.

Paul Nagle, said, "We are delighted to add the profitability and people skills
of CFL to the Group. The innovation of products that CFL have developed will
consolidate or position in the construction software market and the quality of
the customer base will offer further opportunities to cross- sell other group
products and services."

Peter Doe BSc, Managing Director of CFL said, "We are excited at becoming part
of a rapidly expanding international software and services group. Integrity's
capacity and resources will allow us to develop further our products and exploit
international opportunities into the new millennium."



This press release contains forward-looking statements regarding Integrity
Holdings, Ltd. and its future sales related activities. Actual results could
differ materially from those described or implied in this press release as a
result of a number of factors. These include, but are not limited to, the future
growth of these markets, any adverse actions by the Company's partners,
competitive products, other economic factors affecting the Company's markets,
the degree of acceptance that new products achieve, and seasonal changes.

SOURCE: Integrity Holdings, Ltd.

Acquisitions & Mergers | Products & Sales