Acquisition & Placing

Catalyst Media Group PLC
05 August 2005


For immediate release
5 August 2005

                            Catalyst Media Group plc

                 Proposed acquisition of Alternateport Limited

 Proposed placing of 425,000,000 new ordinary shares of 1p each at 4p per share

                          Admission to trading on AIM

                    Notice of Extraordinary General Meeting

Certain definitions apply throughout the following announcement and your
attention is drawn to the table at the end of this announcement where these
definitions are set out in full.

Highlights

   • Proposed acquisition of the entire issued share capital of Alternateport, 
    whose sole asset is 20 per cent. of the issued share capital of Satellite 
    Information Services, for £23 million payable in cash. SIS is the leading 
    provider of live television pictures, data display services and broadcast 
    services for horse and greyhound racing to the licensed betting industry 
    in the UK and Ireland. With over 18 years of expertise in the industry, 
    SIS provides its services to the majority of licensed betting offices 
    ('LBOs') in the UK and Ireland, which are its principal markets, and also 
    provides its services in many other territories in Europe, the Caribbean,  
    South Africa, the Middle East and Sri Lanka. SIS has the right to distribute 
    live coverage of approximately 28,000 horse and greyhound races a year to 
    approximately 9,500 LBOs in the UK, Ireland, the Isle of Man and the Channel 
    Islands.

   • In the year ended 31 March 2004, SIS achieved a turnover of £110.4
    million, a profit before tax of £14.9 million and a net profit after
    taxation of £10.3 million. SIS has, in the recent past, had a policy of
    declaring a dividend every four years. The most recent dividend declared in
    respect of the financial year ended 31 March 2003, was £29.9 million. At 31
    March 2004, SIS had net assets of £7.7 million.

   • Proposed placing to raise approximately £14.8 million (net of expenses)
    by way of the issue of 425,000,000 new ordinary shares at 4p per share. The
    proceeds of the Placing, together with £11.75 million provided by way of the
    proceeds of the issue by Catalyst Media Holdings of the Deep Discounted Bond
    will provide the financing, inter alia, for the Acquisition and provide
    working capital for the Enlarged Group.

   • Strand Partners is acting as Nominated Adviser to the Company and
    Evolution is acting as Broker.


Enquiries, please contact:
Catalyst Media Group plc
Paul Duffen
Tel: [phone]

Strand Partners
Simon Raggett/James Harris/Angela Peace
Tel: [phone]

Evolution
Tom Price/Gina Gibson
Tel: [phone]

This announcement does not constitute, or form part of, any offer or invitation
to sell, allot or issue, or any solicitation of any offer to purchase or
subscribe for, any securities, nor shall it (or any part of it) or the fact of
its distribution form the basis of, or be relied upon in connection with, or act
as any inducement to enter into, any contract or commitment for securities,
which should only be made on the basis of information contained in the admission
document issued in connection with the Proposals.

This summary should be read in conjunction with the full text of this
announcement below.

Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as nominated adviser for Catalyst and no one else
in connection with the Proposals and will not be responsible to anyone other
than Catalyst for providing the protections afforded to customers of Strand
Partners, or for providing advice in relation to the Proposals.

Evolution, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as broker for Catalyst and no one else in connection with
the Proposals and will not be responsible to anyone other than Catalyst for
providing the protections afforded to customers of Evolution, or for providing
advice in relation to the Proposals.

Strand Partners has approved the contents of this announcement solely for the
purpose of section 21 of the Financial Services and Markets Act 2000. The
principal place of business of Strand Partners is 26 Mount Row, London W1K 3SQ.

Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, Japan or the Republic or Ireland


                     Proposed acquisition of Alternateport
         Proposed placing of 425,000,000 Placing Shares at 4p per share
        Unaudited interim results for the six months ended 30 April 2005
                          Admission to trading on AIM

Introduction
The Board announces that the Company, through its subsidiary, Catalyst Media
Holdings, has today conditionally agreed to acquire the entire issued share
capital of Alternateport, a company whose sole asset is 20 per cent. of the
issued share capital of Satellite Information Services, for £23 million payable
in cash on Completion.

In order to provide the necessary finance for the Acquisition and working
capital for the Enlarged Group, the Company is raising £17.0 million through the
Placing. Accordingly, the Company has also announced today that it proposes to
raise £14.8 million (net of expenses) through the issue of 425,000,000 Placing
Shares at 4p per share (which will represent 68.1 per cent. of the Enlarged
Share Capital and 61.6 per cent. of the Fully Diluted Share Capital upon
Admission). As agent for the Company, Evolution has, subject to the terms of the
Placing Agreement, conditionally placed all of the Placing Shares with
institutional and other investors. The balance of the finance for the
Acquisition will be provided by the proceeds of the issue by Catalyst Media
Holdings of the Deep Discounted Bond to Eureka who will subscribe £11.75 million
for secured bonds. Following Completion the issued share capital of Catalyst
Media Holdings will be owned as to 80 per cent. by Catalyst and 20 per cent. by
Eureka.

In view of its size, the Acquisition constitutes a Reverse Takeover and is
conditional, inter alia, on the approval of shareholders, which is to be sought
at the Extraordinary General Meeting. Shareholders should be in no doubt as to
the importance of the Proposals to the future of the Group. The Company has been
reliant on the continuing support of its substantial shareholders since November
2004. Accordingly, the Directors believe that the Placing is an essential step
towards restoring the Company to a secure financial position. The Acquisition
and the Placing are conditional upon the other proceeding. If the Acquisition
and Placing do not proceed for whatever reason, the Company would need to
attempt to raise further funds on account of both its existing indebtedness and
its further working capital requirements. However, the Board does not believe
that such funds could be raised on acceptable terms, if they could be raised at
all. If such funds could not be raised, the Board would have to consider
urgently alternative courses of action, such as cessation of trading by the
Group or the initiation of insolvency procedures, in which event the Company
will be delisted from trading on AIM.

The Board has also announced separately today the Company's audited results for
the financial year ended 31 October 2004, which are being posted to shareholders
today and the Company's unaudited interim results for the six months ended 30
April 2005.

Background to and reasons for the Acquisition
Catalyst is a media company which exploits rights and licences to moving image
content and markets it to business, educational and consumer audiences. Its
subsidiary, Global Media Services, provides technology which enables both
Catalyst and third parties to exploit video intellectual property rights owned
both by third parties and by Catalyst. GMS's expertise includes encoding,
digital rights management, content management, messaging, transaction processing
and clearing. Another of Catalyst's subsidiaries, Betelgeuse, is an independent
programme maker and post production facilities company. GMS and BPI were
acquired by Catalyst in September 2003 and March 2004 respectively and together
allow the Group to develop digital solutions for content management, storage and
distribution.

SIS's primary business is that of transmitting live video, audio and data from
58 of the UK's 59 race courses and many overseas courses to most of the UK's and
Ireland's licensed betting offices ('LBOs'). SIS has entered into agreements
whereby it has the right to transmit live horseracing to LBOs. Races in the UK
are transmitted by SIS via a satellite feed to LBOs as part of a fully
integrated service providing betting opportunities for the customers of the LBO.
SIS also transmits other sporting data, such as greyhound racing.

As a content enabler and rights owner, the Directors believe that Catalyst is
well positioned to take advantage of the growth in digital distribution, in
particular via broadband. The Directors believe that the acquisition of
Alternateport, with its 20 per cent. interest in SIS, should provide the Company
with the opportunity to apply its digital distribution expertise to the major
markets of horse and greyhound racing.

The Directors believe that significant opportunities exist for Catalyst to work
with SIS to introduce broadband distribution in conjunction with SIS's existing
satellite distribution infrastructure.

In addition to the benefits that may arise by applying Catalyst's technological
expertise to SIS, the Directors consider that SIS itself is well-positioned in
the licensed betting market. The UK currently has approximately 8,200 LBOs and
the total value of bets placed in LBOs in the UK in the year ended 31 December
2003 was estimated to be £8.4 billion. Following completion of the Acquisition,
as a 20 per cent. shareholder in SIS, the Directors believe that Catalyst will
be set to benefit from any growth in the licensed betting market.

Information on Catalyst
Catalyst is a media company with a broad range of activities focused on the
distribution of audio-visual content using Internet Protocol technology.

The Group's revenues come from consumers as well as the professional and
corporate markets. The Group is a rights holder in television, music and film
content, which it distributes via broadband and wireless platforms. The Group
distributes programming both directly to consumers via one of its six
video-on-demand ('VOD') streaming channels or indirectly via distribution
partners, Internet Service Providers ('ISPs'), VOD service providers or content
aggregators.

In addition to distributing its own licensed content, the Group provides the
technical and marketing services to enable media partners to earn revenues from
the online distribution of proprietary programming.

In the professional video clips re-licensing market, Catalyst uses interactivity
to add value to the marketing and distribution of clips for use in new
television, film and advertising productions. A number of the world's leading
media companies are Catalyst's partners in its re-licensing activities.

Through GMS, the Group provides an extensive range of technical services to
enable the online distribution of audio-visual content. GMS's clients include
not just media companies but organisations in private industry reflecting the
increasing use of video streaming and download technology for marketing and
corporate communications.

In more 'traditional' media, the Group is a producer of television programmes
and provider of post-production services to television networks. This follows
the acquisition of New York-based BPI in March 2004.

Following Completion, the current financial year of Catalyst will be extended to
31 March 2006.

Information on SIS and Alternateport
SIS provides bookmakers with live television pictures, data display systems and
broadcast services. SIS has over 18 years of expertise in the industry and now
provides its services to the majority of LBOs in the UK and Ireland, as well as
in many territories in Europe, the Caribbean, South Africa, the Middle East and
Sri Lanka. SIS has the right to distribute live coverage of approximately 28,000
horse and greyhound races a year. SIS also produces At The Races, a channel on
the Sky digital platform.

In the year ended 31 March 2004, SIS achieved a turnover of £110.4 million, a
profit before tax of £14.9 million and a net profit after taxation of £10.3
million. SIS has, in the recent past, had a policy of declaring a dividend every
four years. The most recent dividend declared in respect of the financial year
ended 31 March 2003, was £29.9 million. At 31 March 2004, SIS had net assets of
£7.7 million.

Alternateport, a subsidiary of UBM, is a company which does not trade and whose
sole asset is 20 per cent. of the issued ordinary share capital of SIS.

In the year ended 31 December 2004, no income arose on Alternateport's
investment in SIS as no dividend was declared by SIS during the period and
Alternateport recorded a retained loss of £6.0 million, having distributed, by
way of dividend, £6.0 million of retained profits, reflecting the dividends
received from SIS in the prior year. At 31 December 2004, its net assets stood
at £6.7 million.

Information on Catalyst Media Holdings
Catalyst Media Holdings is a new subsidiary established solely for the purposes
of the Acquisition and is wholly owned by Catalyst. Under the terms of the
Shareholders' Agreement, Catalyst will subscribe £11.25 million for 79 A shares
in Catalyst Media Holdings, the proceeds of which will provide finance for the
Acquisition. The A shares will represent 80 per cent. of the issued share
capital of Catalyst Media Holdings. Eureka will subscribe £20 for 20 B shares in
Catalyst Media Holdings which will represent 20 per cent. of the issued share
capital of Catalyst Media Holdings.

Catalyst also has the right, at any time, to buy out Eureka's B shares in
Catalyst Media Holdings in certain circumstances for a consideration calculated
by reference to a multiple of SIS's EBITDA, subject to a minimum consideration
of £4.6 million.

The Shareholders' Agreement provides that if the aggregate amount of all
dividends declared or paid by SIS during the period of 18 months from Completion
is less than £50 million then Catalyst has an option to place Catalyst Media
Holdings in funds so as to enable it to repay all outstanding amounts under the
DDB. If such dividend is £50 million or more but amounts are still outstanding
pursuant to the DDB on the fifth anniversary of Completion then Eureka may
require that Catalyst place Catalyst Media Holdings in funds so as to enable it
to repay all outstanding amounts under the DDB.

If Catalyst fails to provide the funding referred to above or does not exercise
its buy-out option within five years and three months of Completion, then Eureka
shall be entitled to market for sale either of Alternateport or Alternateport's
shares in SIS.

The Shareholders' Agreement provides that any dividends received from SIS are to
be applied in repayment of the bonds issued under the DDB until all such bonds
have been repaid in full.

Eureka is an investment company registered in the Cayman Islands, the assets of
which are managed by Marshall Wace LLP, a UK authorised and regulated investment
manager.

Principal terms of the Acquisition
Pursuant to the Acquisition Agreement, the Company, through its subsidiary,
Catalyst Media Holdings has conditionally agreed to acquire the entire issued
share capital of Alternateport from a subsidiary of United Business Media plc
for a consideration of £23 million payable in cash on Completion.

The Acquisition Agreement is conditional, inter alia, upon the existing
shareholders of SIS (other than Alternateport) waiving their pre-emption rights
arising as a result of the Acquisition, the passing of resolution 1 to be
proposed at the Extraordinary General Meeting, both the Placing Agreement and
the DDB becoming unconditional in all respects (save as to Admission) and
Admission itself. It is expected that Admission will take place on 2 September
2005.

Details of the Placing
The Company proposes to raise approximately £14.8 million (net of expenses) by
way of the issue of 425,000,000 Placing Shares at the Placing Price. The
proceeds of the Placing, together with the proceeds from the issue of the bonds
under the DDB, will be applied to provide the financing for the Acquisition, to
provide working capital for the Enlarged Group, to repay the Reef Securities
Loan and to meet the costs associated with the Acquisition and the Placing. As
agent for the Company, Evolution has, subject to the terms of the Placing
Agreement, agreed to use reasonable endeavours to procure subscribers for the
Placing Shares.

The Placing Agreement is conditional, inter alia, on the Acquisition Agreement
and the DDB having become unconditional in all respects subject only to the
payment of the consideration due on Completion and to Admission.

The Placing Shares will rank pari passu in all respects with the Existing
Ordinary Shares.

Orderly market arrangements
Certain of the Directors and shareholders have entered into orderly market
arrangements with the Company, details of which are set out in the Admission
Document.

Deep Discounted Bond
Under the Deep Discounted Bond, Eureka has conditionally agreed to subscribe
£11.75 million for secured deep discounted bonds issued by Catalyst Media
Holdings. The 2008 bonds are redeemable as to approximately £10.6 million in
2008 and £6.0 million in 2010, provided that Catalyst Media Holdings may repay
all or any part of the bonds at any time.

The DDB will be secured on the assets of Catalyst Media Holdings and
Alternateport, including Alternateport's shareholding in SIS.

Board
At Completion, due to his role as chief executive of SIS, David Holdgate will
resign from the Board and Michael Rosenberg will become Chairman. In addition,
Anna Goodsell will be appointed as Finance Director of the Company at
Completion. Immediately following Completion, the Board will comprise:

Michael Samuel Rosenberg, OBE (Non-executive Director and Chairman), aged 66
Michael started his career at Samuel Montagu & Co. Limited, the merchant bank,
in 1957 before joining its board in 1971. In 1974 he co-founded Allied
Investments Limited, an international healthcare group. He was a founding
director and shareholder of TVam, the breakfast channel and has been a director
of David Paradine Limited, the holding company for Sir David Frost's business
interests, since 1974. Between 1989 and 1999, Michael was a director and
subsequently the chairman of Raphael Zorn Hemsley Holdings plc, now Numis
Corporation plc. He has been the chairman of Pilat Media Global plc, a media
software company quoted on AIM, since 2002. Michael is the former chairman of
the UK Trade and Investment's Committee on Trade with Hong Kong and is a member
of the China Britain Business Council. He is a founding shareholder and the
chairman of Umedco (Far East) Limited and SRK Ventures Limited, both involved in
trade with Hong Kong and China. He is also a non-executive director of Dori
Media Group Ltd, a TV production company based in Israel and listed on AIM.

Paul Jeremy Duffen (Chief Executive Officer), aged 47
Paul co-founded Catalyst in October 1999 with Barry Llewellyn. Paul started his
career with Procter and Gamble in 1976 in a sales and marketing role and
subsequently joined distribution company P J Holloway (Sales) Ltd (1981 to
1988), where he was appointed Marketing Director and played a key role in the
sale of the business in 1985 to Browne and Tawse plc. He has since held the
position of Managing Director of two private companies and started his own
consultancy business in 1993. In 1998 he joined forces with Barry Llewellyn to
concentrate on the internet and broadcast sectors.

Barry John Llewellyn (Marketing Director), aged 44
Barry is a co-founder of Catalyst with Paul Duffen. He is a non-executive
director of Blink TV, a joint venture he established with Trinity Mirror plc. He
worked for 16 years in the television industry, including eight years with MTV,
where he specialised in advertising and sponsorship. In 1993, he was part of the
launch team of VH-1 in the UK and subsequently became a founder member of
Capital Media Inc., a NASDAQ quoted company.

Anna Marie Goodsell (Finance Director), aged 30
Anna joined the Company in June 2004 as Financial Controller having previously
been Group Finance Manager for Starbucks Coffee Company UK Limited. Anna
qualified with Arthur Andersen in 2000.

Sir David Paradine Frost, OBE (Non-executive Director), aged 66
Sir David is a renowned worldwide broadcaster and interviewer. Sir David Frost's
awards include an Emmy for The David Frost Show, two Royal Television Society
Silver Medals, a Richard Dimbleby Award and a Golden Rose of Montreux as well as
a BAFTA Fellowship in May 2005. His experience in the broadcasting world is a
major asset for the Company.

It is proposed that following Completion, Paul Duffen will join the board of SIS
as a non-executive director. Catalyst Media Holdings will receive £20,000 per
annum in respect of Paul Duffen's appointment.

Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Existing Ordinary
Shares and the New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings on AIM in the
Existing Ordinary Shares and the New Ordinary Shares will commence on 2
September 2005.

The Existing Ordinary Shares settle through CREST. Accordingly, settlement of
transactions in the Enlarged Share Capital following Admission will take place
within CREST.

Share Option Plan and EMI Scheme
The Company adopted a share option scheme on 22 May 2000.

The Company adopted the EMI Scheme on 4 August 2005 so as to provide a more tax
efficient incentive plan for its senior management and employees.

Options over Ordinary Shares under the EMI Scheme have been granted at the
Placing Price, conditional on Completion, as follows:

Paul Duffen                                                         15,604,515
Barry Llewellyn                                                      1,560,451
Anna Goodsell                                                        3,120,903

Vesting of certain of these options is subject to satisfaction of performance
criteria related to an increase in the share price of Catalyst.

In addition, in recognition of the time and effort that have been devoted to the
Company over the year, Sir David Frost and Michael Rosenberg have been granted
1,248,361 and 2,496,722 options respectively under the Share Option Plan, in
each case at the Placing Price.

Dividend Policy
The Company's dividend policy will be under review in light of the progress of
the Enlarged Group and the availability of distributable reserves.

Current Trading and Prospects
The Company today announced its audited results for the financial year ended 31
October 2004 and its unaudited interim results for the six months ended 30 April
2005.

In the financial year ended 31 October 2004, Catalyst reported a loss after tax
of £5.41 million on increased turnover of £7.04 million, compared with a loss
after tax in the prior year of £6.32 million on turnover of £0.26 million. The
significant increase in turnover was primarily as a result of the acquisition of
Betelgeuse which contributed £6.25 million of revenues.

During the six month period ended 30 April 2005 Catalyst achieved a turnover of
£1.87 million (six months ended 30 April 2004: £1.66 million) and a loss after
tax of £1.43 million (six months ended 30 April 2004: £0.71 million). As at 30
April 2005 Catalyst had net liabilities of £0.01 million.

Further information on Catalyst's current trading and prospects is contained in
the statement accompanying the unaudited interim results for the six months
ended 30 April 2005 and in the preliminary results in respect of the financial
year ended 31 October 2004 announced today.

Extraordinary General Meeting
In order to give effect to the Acquisition and to approve the other elements of 
the Proposals, an extraordinary general meeting of the Company is being convened 
for 10.05 a.m. (or as soon thereafter as the Annual General Meeting convened 
for 10.00 a.m. has been concluded or adjourned) on 30 August 2005.

Recommendation and irrevocable undertakings
The Directors (other than David Holdgate) believe the Proposals to be in the 
best interests of the Company and its shareholders as a whole. David Holdgate, 
who is also a director of SIS, has refrained from giving an opinion on the 
Acquisition. Accordingly, your Directors (other than David Holdgate) unanimously 
recommend shareholders to vote in favour of the resolutions, as they intend to 
do in respect of their beneficial shareholdings amounting to 22,091,453 
Ordinary Shares (representing 11.6 per cent. of the Existing Ordinary Shares).

The Directors, together with certain institutional and other shareholders 
holding 122,920,001 Ordinary Shares (representing 64.67 per cent. of the 
Existing Ordinary Shares), have irrevocably undertaken to vote in favour of 
resolution 1 to approve the Acquisition which, when aggregated with the Ordinary 
Shares held by the Directors, represents 76.27 per cent. of the Existing 
Ordinary Shares.

Admission Document
The Admission Document, setting out details of the Proposals and including a 
notice of the EGM, will be posted to Shareholders today.

A copy of the Admission Document is available from today at the offices of 
Catalyst, 5th Floor, Portland House, 4 Great Portland Street, London W1W 8QJ 
for a period of one month.


Expected Timetable of Principal Events

                                                                          2005
Publication date of the Admission Document                            5 August

Latest time and date for receipt of forms of proxy              10.05 a.m. on
                                                                     28 August

Extraordinary General Meeting                                    10.05 a.m. on
                                                                    30 August*

Payment to be received from Placees in cleared funds               1 September

Completion of the Acquisition                                      2 September

Admission to trading on AIM of the Existing Ordinary Shares and    2 September
the Placing Shares

CREST stock accounts credited in respect of the Placing Shares (as 2 September
applicable)

Certificates in respect of the Placing Shares (as applicable)      9 September
despatched by


* or as soon thereafter as the Annual General Meeting convened for 10.00 a.m.
has been concluded or adjourned.



Definitions

The following definitions apply throughout this announcement, unless the context
requires otherwise:

'Acquisition'     the conditional acquisition of the entire issued share capital
                  of Alternateport by Catalyst Media Holdings pursuant to the
                  Acquisition Agreement

'Acquisition      the conditional agreement dated 5 August 2005 between (1) the

Agreement'        Vendor (2) Catalyst Media Holdings (3) the Company and (4)
                  Vavasseur International Holdings SARL

'Act'             the Companies Act 1985 (as amended)

'Admission'       the effective admission of the Existing Ordinary Shares and
                  the New Ordinary Shares to trading on AIM in accordance with
                  the AIM Rules

'Admission        this admission document compiled in accordance with the
Document'         Regulations and the AIM Rules

'AIM'             the AIM Market of the London Stock Exchange

'AIM Rules'       the rules governing the admission to and operation of AIM as
                  published by the London Stock Exchange from time to time

'Alternateport'   Alternateport Limited (registered in England and Wales under
                  company number 4120286)

'Annual General   the annual general meeting of the Company convened for 10.00
Meeting'          a.m. on 30 August 2005

'Betelgeuse' or   Betelgeuse Productions LLC (registered in New York, USA)
'BPI'

'Board' or        the directors of the Company
'Directors'

'Catalyst Media   Catalyst Media Holdings Limited (a subsidiary of the Company
Holdings'         with registered number 5483806)

'Company' or      Catalyst Media Group plc
'Catalyst'

'Completion'      completion of the Acquisition Agreement in accordance with its
                  terms

'Deep Discounted  the deep discounted bond deed relating to £10,648,000 million
Bond' or 'DDB'    secured deep discounted bonds due 2008 and £6,039,413 secured
                  deep discounted bonds due 2010 to be issued by Catalyst Media
                  Holdings to Eureka at Completion

'EBITDA'          earnings before interest, taxation, depreciation and
                  amortisation

'EMI Scheme'      the enterprise management incentive scheme of the Company

'Enlarged         the Company, its subsidiaries and Alternateport
Group'

'Enlarged Share   the entire issued ordinary share capital of the Company on
Capital'          Admission

'Eureka'          the Eureka Interactive Fund Limited

'Evolution'       Evolution Securities Limited

'Existing         the Ordinary Shares in issue
Ordinary
Shares'

'Extraordinary    the extraordinary general meeting of the Company convened for
General           10.05 a.m. on 30 August 2005 (or as soon thereafter as the
Meeting'          Annual General Meeting has been convened or adjourned), and
                  any adjournment thereof

'Fully Diluted    the Enlarged Share Capital and assuming full exercise of all
Share Capital'    outstanding warrants and options, the issue of shares in lieu
                  of royalty payments and conversion of the Notes under the Loan
                  Note Instrument

'Global Media     Global Media Services Acquisition Corporation (registered in
Services' or      Delaware, USA)
'GMS'

'Group'           Catalyst Media Group plc and its subsidiaries at the date
                  hereof

'Loan Note        the loan note instrument entered into by the Company on 20
Instrument'       February 2003

'London Stock     London Stock Exchange plc
Exchange'

'New Ordinary     the Placing Shares and the 8,750,000 new Ordinary Shares to be
Shares'           issued to Strand Partners pursuant to the Placing Agreement

'Notes'           the £160,000 6 per cent. convertible secured loan notes 2006
                  issued by the Company under the Loan Note Instrument

'Ordinary         ordinary shares of 1p each in the capital of the Company
Shares'

'Placees'         each of the persons to whom Placing Shares are issued pursuant
                  to the Placing

'Placing'         the conditional placing by Evolution of the Placing Shares at
                  the Placing Price pursuant to the Placing Agreement

'Placing          the conditional agreement dated 5 August 2005 between (1) the
Agreement'        Company, (2) the Directors and Anna Goodsell, (3) Strand
                  Partners and (4) Evolution

'Placing Price'   4p per Placing Share

'Placing          the new Ordinary Shares which are to be issued by the Company
Shares'           pursuant to the Placing

'Proposals'       the proposals set out in this announcement including the
                  Placing and the Acquisition

'Reef'            Reef Securities Limited

'Reef Securities  the loan of £450,000 by Reef Securities Limited, a company
Loan'             which is wholly owned by Steven Smith

'Regulations'     the Public Offers of Securities Regulations 1995 (as amended)

'Resolution'      the special resolution to be proposed at the Extraordinary
                  General Meeting

'Reverse          an acquisition by the Company which constitutes a reverse
Takeover'         takeover (as defined in the AIM Rules)

'Share Capital'   the entire issued ordinary share capital of the Company

'Share Option     the Newsplayer Group PLC 2000 Share Option Scheme
Plan'

'Shareholders'    the options and shareholders' agreement dated 5 August 2005
Agreement'        between (1) Catalyst (2) Eureka and (3) Catalyst Media
                  Holdings

'SIS' or          Satellite Information Services (Holdings) Limited (registered
'Satellite        in England and Wales under company number 01939932)
Information
Services'

'Strand           Strand Partners Limited (registered in England and Wales under
Partners'         company number 02780169)

'subsidiary'      shall have the meaning given to that phrase in section 736 of
                  the Act

'UBM'             United Business Media plc

'UK'              the United Kingdom of Great Britain and Northern Ireland

'UK Listing       the Financial Services Authority acting in its capacity as the
Authority'        competent authority for the purposes of Part VI of the
                  Financial Services and Markets Act 2000

'Vendor'          Dragontown Limited (registered in England and Wales under
                  company number 5463907)






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