Interchange Announces $15 Million Financing

LAGUNA HILLS, Calif., Dec 20, 2004 (BUSINESS WIRE) -- Interchange Corporation(Nasdaq: INCX), a leading provider of local and national paid-search services,today announced it has entered into an agreement to sell 822,000 shares of itscommon stock to institutional investors for $18.25 per share in a privateplacement transaction. The gross proceeds of approximately $15 million areexpected to be used to fund the expansion of the company`s paid-search business.

The private placement is expected to close prior to December 31, 2004 and issubject to customary closing conditions.

In connection with the sale of common stock, the company also issued to theinvestors warrants to purchase up to 164,400 additional shares of the company`scommon stock at a price of $25.53, exercisable for a period of five years afterthe closing date.

The shares will not be registered under the Securities Act, or any statesecurities laws, and will be sold in a private transaction under Regulation D.Unless the shares are registered, they may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act and applicable state laws. Interchange has agreed to file aregistration statement covering resale by investors of the privately placedcommon stock, including the common stock issuable upon conversion of the warrants discussed above.

This press release does not constitute an offer to sell or the solicitation ofan offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation orsale would be unlawful prior to registration or qualification under the security laws of such jurisdiction.

About Interchange

Interchange Corporation (Nasdaq: INCX) provides paid-search services that enablebusinesses to reach consumers through targeted online advertising. Interchangeserves the sponsored listings of local and national advertisers in response toconsumer search requests from its Search Distribution Network. Interchange`sLocal Direct(TM) search and advertising platform deliversgeographically-targeted search results to consumers. Local Direct can be licensed to websites and search engines that provide local business informationand serve local advertisers. Local Direct is powered by Interchange`s KeywordDNA(TM) technology.

Interchange`s search services are available at www.epilot.com. For more information, visit Interchange`s corporate website at www.interchangeusa.com.