Issue of Equity

RTS NetWorks Group PLC
24 December 2001

RTS NETWORKS GROUP PLC ('RTS Networks' or 'the Company')

Synchronicity, Inc.


On 10 July 2000, RTS Networks announced that it had completed the acquisition
of Synchronicity, Inc. ('Synchronicity'). The terms of the acquisition
provided for an earn out consideration of up to £1 million to be payable in
RTS Networks ordinary shares to the vendors should certain performance
conditions be met.


The Directors of RTS Networks and the vendors of Synchronicity have recently
reached agreement in full and final settlement of all claims under the sale
and purchase agreement, whereby RTS Networks shall issue and allot 3,921,569
ordinary shares of 1p each (representing 3.3 per cent. of the issued share
capital) to the vendors of Synchronicity at a price of 12.75p, being the
average market price on the seven days before the first anniversary of
completion.


Application will be made for the ordinary shares described above to be
admitted to trading on AIM and it is expected that dealings will commence on 3
January 2002.