Acquisition

Totally PLC
23 October 2000




                   TOTALLY PLC ('Totally' or 'the Company')



Proposed Acquisition of

London Jewish News Limited ('London Jewish News')

and Sojewish.co.uk Limited ('Sojewish')



HIGHLIGHTS



*         Proposed acquisition of London Jewish News Limited and
Sojewish.co.uk Limited for a total consideration of 12,500,000 new Ordinary
shares

*         As a result of the acquisitions, the enlarged group will own a
leading UK Jewish newspaper and in the Directors' belief,  the UK's leading
Jewish Internet site.

*         The Directors intend to develop the Enlarged Group's activities in
the UK, America, Israel, Continental Europe and the former Soviet Union.

*         During the consolidation of the three businesses, the enlarged group
will continue to investigate further opportunities for expansion both in the
UK and abroad through acquisition, strategic partnership or organic growth.

*         Dr Michael Sinclair to join the board of Totally Plc as
non-executive Chairman with Tony Caplin remaining as a non-executive director

*         The Company will have the right to call on Sinclair Montrose Trust
to subscribe up to £250,000 for new Ordinary Shares at a price per share being
equal to the greater of (a) 40p per share and (b) the price at which the
Company shall have issued or be issuing any new Ordinary Shares for cash
either at the same time as or prior to the exercise of this right



Steve Burns, Chief Executive of Totally plc, commented,



'The proposed deal represents a great opportunity to position and develop the
Company as the number one Jewish multi media and leisure group in the world.'



For further details please contact:-



Totally plc

Steve Burns                             Tel: [phone]
Chief Executive


John East & Partners Limited            Tel: [phone]
John East
David Worlidge
Simon Clements


Hansard Communications.com Ltd
Adam Reynolds/Takki Sulaiman           Tel: [phone]
                                       Mob:[phone] 419218



Introduction

The Company is pleased to announce that it has entered into a conditional
agreement to acquire the entire issued share capital of London Jewish News and
all of the issued share capital of Sojewish not already owned by London Jewish
News for a total consideration of 12,500,000 new Ordinary Shares.



Under the AIM Rules, the acquisitions are classified as a reverse takeover in
view of their size and are, therefore, subject to shareholder approval at an
extraordinary general meeting ('EGM').  Accordingly, the Company's Ordinary
Shares were suspended on 4th October, 2000 following the announcement of the
Company entering into heads of agreement which would constitute a reverse
takeover.  It is expected that dealings will commence on 24th October, 2000.
If the Resolutions are duly passed at the EGM, the existing AIM trading
facility will be cancelled and a new trading facility granted at the same
time.  It is anticipated that dealings on AIM in the enlarged issued share
capital will commence on 16th November, 2000.



Information on the Company

The Company was formed to create specialist web sites and portals for clearly
defined ethnic and non-ethnic communities and was admitted to AIM in January
this year, when it raised £1.8 million (net of expenses) for the development
of the Company.  The first project of the Group, through totallyjewish.com
Limited, was to create a comprehensive on-line Jewish 'virtual community'
site, totallyjewish.com, providing a range of Jewish content and information
primarily for members of the UK's Jewish community, including contacts,
information, buying and selling products or services and entertainment.



Since the Company's admission to AIM, the Group has been focused on developing
this project and an infrastructure to support future projects.
totallyjewish.com was launched on 1st March, 2000.  To date it has received
sponsorship and advertising from a number of recognised brands, including
Legal & General, British Telecommunications, Thomas Cook, DeBeers, Time Warner
and Tesco.  Other revenue streams including e-commerce, content syndication,
database marketing and ancillary services are expected to grow over the coming
months.



From the launch of the web site to 31st July, 2000 the site has generated a
revenue of £184,000.  As the business has become more established, marketing,
technology and infrastructure costs have reduced.



The Directors believe that penetration into the UK Jewish market has been
significant with approximately 40,000 unique users visiting the site during
August 2000.  Currently, the monthly page impressions are in excess of
450,000.



Partnership agreements have been signed with a significant number of entities
within the UK's Jewish establishment, including The Board of Deputies, UJIA,
Norwood Ravenswood, Maccabi Primary Soccer League, Manchester Jewish Soccer
League, Jewish Charity Yearbook and All Aboard.



Information on London Jewish News and Sojewish

London Jewish News

London Jewish News publishes a free newspaper servicing London's 225,000
strong Jewish community.  The distribution has recently been audited at
approximately 40,000.  Outlets where the paper is available include Tesco,
Sainsbury's, a number of Kosher restaurants and delis and community
establishments such as major charities and synagogues.



The paper has been in circulation for three and a half years.  Revenues have
grown steadily from £225,000 in its first year of publication, to £720,000 in
the year ended 31st December, 1999.



Partnerships with entities within the UK's Jewish community include Maccabi
Southern Football League, Jewish Music Festival and Zionist Federation of UK.



Sojewish

In February 1999, JewishNet, a web site targeting the UK's Jewish community,
was launched.  It originally featured a cyber-rabbi, an agony aunt and
business listings, but it rapidly expanded to incorporate synagogue listings,
dating and Kosher recipies.



In January 2000 it was announced that JewishNet, in association with Epoch
Software, one of the UK's leading e-commerce companies and iDesk, another
Internet company, had entered into a joint venture with London Jewish News to
launch Sojewish.co.uk as the successor to JewishNet.



Details of the Acquisitions

The Company is proposing to acquire the entire issued share capital of London
Jewish News and on completion of the acquisition it will discharge certain
loans payable by London Jewish News to Sinclair Montrose Trust Limited ('SMT
').  A total of 8,568,125 new Ordinary Shares will be issued for this purpose,
and certain of those new Ordinary Shares will be utilised to discharge (in
part) certain further loans made to New Moon Publications PLC and one of its
subsidiaries by SMT.  In total 8,000,000 new Ordinary Shares will be issued to
SMT under these arrangements.  The acquisition of London Jewish News is
conditional upon, inter alia, the approval of Shareholders at the EGM and
admission of the new Ordinary Shares to AIM.



The Company is also proposing to acquire the 71 per cent. of the issued share
capital of Sojewish not already owned by London Jewish News for a
consideration of 3,931,875 new Ordinary Shares.  The acquisition of Sojewish
is conditional upon, inter alia, the approval of Shareholders at the EGM and
admission of the new Ordinary Shares to AIM.



In addition, the Company has entered into an arrangement with SMT pursuant to
which the Company will have the right to call on SMT to subscribe up to £
250,000 for new Ordinary Shares at a price per share being equal to the
greater of (a) 40p per share and (b) the price at which the Company shall have
issued or be issuing any new Ordinary Shares for cash either at the same time
as or prior to the exercise of this right.  The right will be exercisable by
notice given at any time within the period of 120 days following the
completion of the acquisitions, and shall lapse if not exercised by the end of
that period.



Current Trading and Future Prospects of the Enlarged Group

Totally

The Group's infrastructure has now been developed to support future projects.



It is the Directors' intention that the enlarged business will concentrate
primarily on creating a Jewish focused multi-media and leisure group,
globally.  The objective is to bring together complementary businesses by way
of acquisition or strategic alliance, in order to deliver significant benefits
due to cross fertilisation of sales, marketing, content creation and
distribution capabilities.  The Directors intend to develop the Enlarged
Group's activities in the UK, America, Israel, Continental Europe and the
former Soviet Union.



The Directors intend that the enlarged group will in time incorporate the
following constituents:



*                     Electronic and print publishing

*                     Television and radio broadcasting

*                     Restaurants, bars and clubs

*                     Travel services



Immediately following the completion of the Proposals, the enlarged group
should benefit from significant cost savings.  The Directors believe they will
be able to achieve these savings in editorial, sales, marketing, technical
resources and infrastructure costs.  The intention is to amalgamate
totallyjewish.com and Sojewish into one portal, thus eliminating a competitor
at the early stage of totallyjewish.com's development.  Sojewish will then be
absorbed into totallyjewish.com branding.



The Directors also believe that the enlarged group will benefit from the
revenue growth potential of the combined businesses, as a result of sponsor
and advertiser perception of the Company's ability to deliver access to the
UK's Jewish community.  As a result of the acquisitions, the enlarged group
will own a leading UK Jewish newspaper and, in the opinion of the Directors
belief, the UK's leading Jewish Internet site.



During the consolidation of the three businesses, the enlarged group will
continue to investigate further opportunities for expansion both in the UK and
abroad through acquisition, strategic partnership or organic growth.





Steve Burns, Chief Executive of Totally plc, commented,



'The proposed deal represents a great opportunity to position and develop the
Company as the number one Jewish multi media and leisure group in the world.
We have assembled a board with proven business acumen who will be able to make
this a reality.'



For further details please contact:-



Totally plc
Steve Burns                             Tel: [phone]
Chief Executive



John East & Partners Limited            Tel: [phone]
John East
David Worlidge
Simon Clements



Hansard Communications.com Ltd
Adam Reynolds/Takki Sulaiman            Tel: [phone]
                                        Mob:[phone] 419218



Notes to Editors:-



Directors and Proposed Directors of the Enlarged Group

Directors

Anthony Caplin (Current Non-executive Chairman), aged 49, is Chairman of SEP
Industrial Holdings and iCollector plc and Deputy Chairman of Northamber plc.
He is non-executive chairman of G.S. Packaging Limited, Keystone plc, William
Clowes Limited and 2020Me ltd. He is also a non-executive director of Easynet
plc, Mountcashel plc, Tadpole Technology plc, Intermediate Equity plc and Just
plc. On completion of the proposed acquisition, he will step down as Chairman,
but will continue in the board.



Steven Burns (Chief Executive), aged 33, the founder of the Company, has been
involved in consulting since 1991, spending the last 5 years with Conduit
Communications Limited (recently purchased by International Integration Inc.
and subsequently Razorfish Inc.), a UK consultancy firm, where he held various
senior positions including that of managing director of the New York and
London offices. He left Conduit Communications Limited in July 1999, following
the sale of his equity interest in that company, to establish Totally.



Richard Brenner (Finance Director), aged 32, graduated from Middlesex
Polytechnic with a BA (Hons) in Accounting and Finance in 1990. Following
graduation, he joined Gerald Edelman, Chartered Accountants, where he spent
four years in the audit practice, before leaving to become the financial
controller in 1994 and later the financial director of Ingersoll Printers
Limited, whom he left to join Totally at the end of 1999.



Daniel Levitt (Director and Editor-in-Chief), aged 32, achieved a BA Hons in
Business Studies from Middlesex Polytechnic. Following graduation, he worked
in the media industry, most recently in the position of associate director of
Universal McCann Limited, which he left in June 1999. In August 1999 he joined
Steven Burns to establish Totally.



Andy Margolis (IT Director), aged 36, has worked in the IT industry over the
last 15 years for a number of companies and in a wide range of roles,
including developer, business analyst, technical architect and software
consultant. His last assignment before joining Totally was as the business
analyst on a multi million pound communications project within the
telecommunications market.



Martin Gill (Non-executive Director), aged 39, is a private equity investor
with equity interests in Careline Services Limited (a telephony services
provider), Skillvest Limited (an Internet training service portal) and Entropy
(CMG) II Limited (a property holding company). He is a non-executive director
of Skillvest Limited and an executive director of Entropy (CMG) II Limited.
Following the sale of his investment in Reportsent Company Limited (an
Internet consultancy and development company) to International Integration
Inc. ('I-Cube') (a NASDAQ quoted company) in June 1999, he acted as a part-
time consultant to I-Cube and its new parent company Razorfish Inc. Mr Gill
trained as a chartered accountant with Arthur Andersen & Co and is a member of
the Institute of Chartered Accountants of England and Wales.





Proposed Directors

Dr Michael Sinclair (Proposed Non-Executive Chairman) aged 57, was educated at
Harrow and The University of London where he graduated in medicine
subsequently specializing in Psychiatry.  He is a Senior Partner in Atlantic
Medical Partners LP, a New York based Investment Fund, which invests in a
portfolio of healthcare companies throughout the USA and Europe.  He is also
Chairman of Sinclair Montrose Trust Limited, a UK based investment company and
a non-executive Director of Numis Corporation PLC.  He is a Governor of the
Jewish Agency, Chairman of the Executive Board of the World Council for Torah
Education and a Trustee of the Agency for Jewish Education, Kesher, Schools'
J-Link and the Jewish Outreach Network.  He will become chairman of the
remuneration committee.



Gary Stern (Proposed Executive Director) aged 36.  In 1984 he established
Lacefern Limited, which then merged with two existing printing companies in
1988 to form Purbrook & Eyres Limited.  During 1995, following the disposal of
Purbrook & Eyres Limited, he was a producer for several West End shows at the
London Palladium, the Vaudeville and the Lyric Theatre.  In 1996, he set up
London Financial News, a City trade newspaper focussed specifically upon the
security and investment banking market.  In 1997, he established the London
Jewish News newspaper where he is currently the managing director.