Placing, Directors' dealings

Cater Barnard PLC
03 March 2004

                                                                    3 March 2004


                                   CATER BARNARD PLC
                         ('Cater Barnard' or 'the Company')

           Placing by the Company to raise £628,938 (before expenses)

                              Directors' Dealings

On 17 February 2004 Cater Barnard announced that it had placed 88,648,000 new
ordinary shares of 0.1p each in the capital of the Company ('Ordinary Shares'),
at an issue price of 0.316p per Ordinary Share, to raise £280,127 (before
estimated expenses of £20,000) to provide additional working capital for the
Company.

The Company announces that further to the placing arrangements described above,
it has conditionally agreed to issue a further 199,031,139 new Ordinary Shares
at an issue price of 0.316p (the 'Issue Price') to raise an additional £628,938
(before estimated expenses of £500) to provide additional working capital for
the Company (the 'Placing'). The Placing is conditional on the approval by
shareholders of the Company at the Annual General Meeting of the Company, which
has been convened for 12 March 2004 ('AGM'), of Resolution 6 set out in the
Notice of Meeting.

Resolution 6 empowers the Directors of the Company inter alia, pursuant to the
provisions of Section 95(1) of the Companies Act 1985, to allot equity
securities (as defined in Section 94 of the Act) pursuant to the authority given
to them for the purposes of Section 80 of the Act by ordinary resolution passed
on 11 April 2000 as if Section 89(1) of the Act did not apply to such allotment.

Application will be made for the new Ordinary Shares to be issued pursuant to
the Placing to be admitted to dealing on the Alternative Investment Market in
due course following the AGM.

The Company was informed today that under the Placing, David Williams and Aidan
Mills-Thomas, Directors of the Company, had each conditionally agreed to acquire
15,000,000 Ordinary Shares at the Issue Price. On completion of the Placing (and
assuming also the issue of 54,216,139 Ordinary Shares on conversion of the
remaining debt owed by the Company to Global Investments Limited) David Williams
and Aidan Mills-Thomas will be beneficially interested in 52,636,072 Ordinary
Shares and 45,784,149 Ordinary Shares respectively, representing approximately
4.08% and 3.55% respectively of the Company's then enlarged issued share
capital.

The Company was also informed today that under the Placing:

   • Ethel Austin Investment Properties Limited has conditionally agreed to
     acquire 42,036,435 Ordinary Shares

   • Commtel Holdings Corp has conditionally agreed to acquire 115,000,000
     Ordinary Shares; and

   • Paul Whight has conditionally agreed to acquire 12,194,704 Ordinary
     Shares

On completion of the Placing, Ethel Austin Investment Properties Limited,
Commtel Holdings Corp and Paul Whight will be beneficially interested in
132,880,296 Ordinary Shares, 130,000,000 Ordinary Shares and 63,794,704 Ordinary
Shares respectively, representing approximately 10.31%, 10.09% and 4.95%
respectively of the Company's then enlarged issued share capital.

Enquiries:

David Williams                     Michael Cornish
Executive Chairman                 Beaumont Cornish Limited
Cater Barnard plc                  Tel: [phone]
Tel: [phone]




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