Offer for SDCi Limited

Media Content PLC
13 February 2001

13 February 2001



 MEDIA CONTENT PLC ('MEDIA CONTENT' OR THE 'COMPANY') OFFERS FOR SDCi LIMITED
                       ('SDCi') AND BOARD APPOINTMENTS



Today Media Content announces that the boards of SDCi and Media Content have
reached agreement upon the terms of recommended offers ('Offers') to be made
by Altium Capital Limited on behalf of Media Content to acquire the whole of
the issued (and to be issued) share capital of SDCi Limited


On 3 November 2000 Media Content announced that its investment arm, Media
Content Development Limited, had formed a 50/50 joint-venture company with
SDCi called SportsMediaRights.com Limited. This joint-venture was created to
exploit the domain www.sportsmediarights.com as an on-line marketplace for the
trading of sports television and media rights. SDCi is a Bermuda-based B2B
company which targets programme rights and advertising sales television
markets.


The Offers value SDCi at approximately USD$3.95 million (approximately £2.73
million).


The terms and conditions of the Offers are set out in the offer document sent
to SDCi shareholders today.


The maximum consideration payable pursuant to the Offers for SDCi is USD$ 3.95
million (approximately £2.73million). Holders of SDCi common shares will
receive 23 Media Content shares for every common share held and holders of
SDCi preferred shares will receive 42 Media Content shares for every preferred
share held. The maximum number of new Media Content Shares to be issued
pursuant to the Offers is 63,072,601.


It is intended that, following the Offers becoming or being declared
unconditional in all respects, application will be made for the new Media
Content Shares, which are to be issued pursuant to the Offers, to be admitted
to trading on AIM.


SDCi was incorporated on 7 April 2000 and is effectively a start-up company
with a short trading history. SDCi has not yet submitted year end audited
accounts, hence the net asset and profit levels are not available. The
directors of SDCi have given certain warranties to Media Content concerning,
inter alia, the indebtedness and net asset position of SDCi.


The Directors believe that the acquisition of SDCi will enable the Company to
benefit in several ways. The enlarged Media Content group has the opportunity
to expand across its existing markets utilising SDCi's sophisticated B2B
platform. In addition, the Company will benefit from the wealth of experience
of the SDCi directors in the media sphere and from SDCi's existing shareholder
base.


Media Content is also pleased to announce that, following the Offers becoming
or being declared unconditional in all respects, Leonard M. Fertig (currently
a non-executive director of Media Content) will become Executive Chairman of
Media Content and Stanley Fertig, a founder director and shareholder of SDCi,
will be appointed as Executive Vice President.



Stanley Fertig has entered into a conditional service contract with the
Company, for an initial fixed term of two years and thereafter terminable by
12 months notice given by either party but in any event no earlier than 12
months from the date of commencement of the contract. Leonard M. Fertig has
also entered into a similar conditional contract to reflect his ongoing
commitment as Executive Chairman of the enlarged Media Content group.

The service agreement provides for a salary (including director's fees) of £
120,000 per annum and contains a restrictive covenant in favour of the
Company, expressed to survive termination of the service contract.

Leonard M. Fertig is a Director of and shareholder in Media Content and also a
director of SDCi (interested in approximately 40.5% of the issued common share
capital of SDCi) and is treated as a related party for the purpose of this
transaction.


The Directors of Media Content (excluding Leonard Fertig) believe that, in
their opinion, having consulted with Altium Capital Limited, the terms of the
Offers are fair and reasonable so far as the shareholders of Media Content are
concerned.


Jean-Paul de la Fuente, Chief Executive, commented:


'This deal marries the early high-profile wins of our Sports Media Advisors
business with the extensive and deep media experience of SDCi. This move
extends our offering to all rights and content across all time zones.'


Stanley Fertig, director of SDCi, commented :


'Media Content PLC will now be a truly full-service advisory and
opportunity-seeking company, a 'catalyst' for the global media industry. Media
Content should now be able to advise leading media brands, to assist in
launching new channels, to create revenue opportunities for its clients and be
a force in making deals happen'.


Enquiries:


Media Content PLC                                        020 8960 0422

Jean-Francois Denis


Square Mile Communications                               020 7601 1000
  
Nick Oborne


Altium Capital Limited                                   0161 831 9133

Ian Currie