Result of Placing, etc.

Kazoo3D PLC
30 March 2000


KAZOO3D PLC ('Kazoo3D' or the 'Company')

SHARES IN KAZOO3D COMMENCE TRADING ON AIM

Kazoo3D plc, a UK based 3D specialist, is pleased to announce that its 59.4
million ordinary shares have been admitted to trading on the Alternative
Investment Market ('AIM') from 8.00 am this morning.

The Company has raised £12 million (gross) following a placing with
institutional investors, representing approximately 23.8 per cent. of the
enlarged ordinary share capital.  At the placing price of 85 pence, the
Company is valued at approximately £50.5 million.


Key Highlights

*  The proceeds will be used to build the world's largest
   e-commerce website for 3D content (www.kazoo3d.com) for
   business, consumer and educational markets;
   
*  www.kazoo3d.com will include a library of 3D models that
   are intended to be fun and exciting to use - ranging from
   business and educational 3D models to famous characters
   from movies and cartoons.  These models can only be used
   with Kazoo3D's innovative software;
   
*  Kazoo3D has adopted an affinity marketing strategy to
   achieve rapid market penetration of its 3D software and
   to drive visitors to its website.  Its 3D software is
   already licensed to Adobe Systems Inc. and Streetwise
   Software Inc., and Kazoo3D is in discussions with several
   other potential licensees; and
   
*  Kazoo3D is also discussing character equity licensing
   arrangements with several organisations with the
   intention of selling 3D images of these characters at
   www.kazoo3d.com.

Arthur Andersen Corporate Finance is the Nominated Adviser to the Company and
Charterhouse Securities is the Nominated Broker to the Company.

Copies of the Admission document are available from the offices of Arthur
Andersen Corporate Finance, 1 City Square, Leeds LS1 2AL.



Stuart Green, Chief Executive Officer of Kazoo3D comments:

'We are delighted to have raised the funds required to implement the next
exciting stage of our strategy and are encouraged by the positive reception we
have been given by investors.  We look forward to announcing a number of
licensing and content deals over the coming months.'

Enquiries:

Kazoo3D plc                                          0114 290 0026
Stuart Green, Chief Executive Officer                
                                                     
Arthur Andersen Corporate Finance                    0113 207 7000
Philip Evans                                         
Jim Whittaker                                        
                                                     
Charterhouse Securities Limited                      0207 628 2030
Paul Newman                                          
David Scott                                          
                                                     
Hogarth Partnership Limited                          0207 357 9477
James Longfield                                      
Chris Matthews                                       



NOTES TO EDITORS


Business overview

Kazoo3D has two main business activities which together seek to establish and
commercialise the potential mass market for creative 3D through e-commerce.

1. Kazoo3D is seeking rapid market penetration by licensing
   its 3D image manipulation software, the Kazoo toolkit, to
   independent software vendors ('ISVs'), original equipment
   manufacturers ('OEMs') and web merchants.  The licensees
   pay Kazoo3D licence fees and integrate the Kazoo software
   into their software applications.  As part of the licence
   agreement, all applications with integrated Kazoo software
   have a prominent link to the Kazoo3D website.
   
   Since May 1999, Kazoo3D has signed up a number of ISVs,
   including Adobe Systems Inc. ('Adobe Systems') and
   Streetwise Software Inc., as licensees of its software and
   has signed non-binding letters of intent with PhotoPoint
   Corporation, Photochannel Networks Inc. and DeMorgan
   Industries Corporation.


2. Kazoo3D will seek to meet the end user demand for 3D
   content by building the world's largest library of 3D
   models, which will be available via the Kazoo3D e-commerce
   site, www.kazoo3d.com.  Kazoo-enabled applications
   purchased by consumers will include a limited number of 3D
   models that can be viewed and manipulated.  Using the
   prominent link within the application, users will be able
   to connect to www.kazoo3d.com where they will be able to
   obtain further 3D models from an extensive library,
   including famous characters from movies and cartoons.
   
The Company is discussing character equity licensing
arrangements with several organisations.  These include current
negotiations with Universal Studios Licensing Inc. for the
rights to the Rocky and Bullwinkle characters.

The 3D models will be encoded so that they can only be used
with the Kazoo software and will be categorised to enable easy
browsing.  These high quality 3D images will be available to
consumers on a subscription or pay-per-item basis through the
Company's e-commerce site.

Kazoo3D was demerged from LightWork Design Limited ('LightWork
Design') with effect from 1 January 2000.  LightWork Design is
the leading provider of component software for the photo-realistic
visualisation of 3D data to the global professional design market.

Business development and strategy

The Kazoo3D strategy is to create consumer, business and educational markets
for 3D content to PC users worldwide through the Company's e-commerce site.
Previous attempts by other companies to develop 3D consumer markets appear to
have focused on providing tools with which users can create 3D models.  The
Kazoo3D strategy differs markedly from this.  Kazoo3D's approach is to provide
the user with the ability to easily manipulate a pre-built stock of 3D models
rather than expect that users have the specialist skills needed to create such
3D models.  Consequently, the business model is structured around the
licensing of pre-built 3D models.

The directors of Kazoo3D (the 'Directors') believe that Kazoo3D's route to
market is unique.  By licensing technology that allows manipulation of 3D
models to ISVs, OEMs and web merchants, a large number of potential end user
consumers will have access to the functionality of Kazoo3D in a way that is
extremely cost effective for the Company.  Having experienced such unique
functionality on a limited number of models included within the software
application, consumers will be able to access www.kazoo3d.com to purchase
additional models.

The sale of additional 3D models in this manner is expected to be the main
source of revenue for Kazoo3D.  The Company is building an e-commerce site
which it is intended will include the world's largest library of 3D content
and will allow PC users to purchase additional 3D models.  The Company intends
to outsource the design and construction of the website, and expects that the
specification will incorporate up-to-the-minute features to maximise the ease
of use and enjoyment of site visitors.  The specification will also require
that operational performance of the site can be closely monitored on an
ongoing basis to ensure that appropriate service levels are maintained.

Using the proprietary Kazoo3D software, integrated within a wide range of
products supplied by ISVs and OEMs, customers will be able to create exciting
personalised content by incorporating and manipulating 3D models.  These
models can be used only by Kazoo-enabled customers since they are recorded in
the secure Kazoo format.

Whilst the majority of the Company's revenues will be generated through end
users (usually consumers and business users), sales efforts are targeted at
ISVs, OEMs and web merchants.  Kazoo3D offers potential licensees additional
functionality in their own software products, applications and services,
improving the licensees' competitive offerings.  The approach taken is one of
partnership development, where both supplier and customer jointly develop
revenue opportunities from end users.  This will be accomplished through
affinity marketing arrangements with licensees.

A fundamental part of Kazoo3D's strategy is to ensure marketing costs per end
user are minimised by the use of such affinity marketing arrangements with
licensees.

Adobe Systems has integrated the Kazoo toolkit into the latest release of its
PhotoDeluxe product, Adobe PhotoDeluxe 4.0 Home Edition, which was released in
November 1999.  Adobe Systems is the market leading supplier of digital
imaging software and Adobe PhotoDeluxe is the world's most popular consumer
photo-editing software, with more than 25 million copies sold worldwide since
its launch in 1996 (Source: Adobe Systems).

Key strengths

The Directors believe that Kazoo3D has a number of key strengths:

*  Strong management team.  The management team is highly
   motivated with extensive experience of the 3D software
   market and a track record of developing and running the
   profitable technology company LightWork Design.
   
*  Leverage off existing markets.  The integration of the
   Kazoo toolkit within existing ISV products via licensing
   agreements allows a cost effective method of reaching a
   global end user base.
   
*  Use of existing, innovative, proprietary technology.
   Kazoo3D utilises unique and innovative 3D software into
   which considerable development has been invested by
   LightWork Design over the last ten years.
   
*  Technology endorsements.  The licensing agreements from
   high profile ISVs, OEMs and web merchants provides strong
   endorsement of the Kazoo3D technology solution.
   
*  Use of a secure format for representing 3D models.  Kazoo3D
   uses a secure format that provides content control and
   protection thereby offering additional barriers to entry.
   
*  Ease of use and functionality.  Kazoo3D allows the end user
   to easily create high quality customised 3D images with a
   level of functionality that the Directors believe is unique
   in the market.

The market for Kazoo3D

The Directors believe that the Company's 3D models will add a new learning
experience and increased interactivity by offering far more detail to PC users
than a static two dimensional image can ever provide, within software that is
intended to be fun and exciting to use.  Some examples are:

*  Personal photographs.  3D models can be superimposed onto
   personal digital photographs to give the illusion of the 3D
   model appearing in the original scene;
   
*  Birthday cards and calendars.  Traditional formats can be
   enhanced using unique interactive 3D effects;
   
*  Character equity.  Famous characters from movies, cartoons
   and games can be used for fun applications;
   
*  Business use.  Companies can use 3D models for in-house
   training or for enriching business presentations;
   
*  Product catalogues.  Users can browse and interact with
   business catalogues of branded products in 3D;
   
*  School projects.  3D models can be used for school
   assignments and projects by aligning the content with the
   national curriculum; and
   
*  On-line education.  3D data can be utilised as learning
   guides.

Initially, Kazoo3D will focus on specific receptive markets and tailor its
3D models, web content and editorial features to appeal to those markets.

Markets that have already been identified, analysed and are currently the
focus of business development programmes are:

*  3D clip art.  The potential 3D clip art market is the
   existing consumer productivity tools market covering any
   application that imports clip art and allows the user to
   produce personalised pieces of work with graphical content,
   such as Microsoft Word and PowerPoint.
   
   The Directors believe the opportunity for Kazoo3D in the
   3D clip art market is extremely significant.  There are in
   excess of 60 million existing consumer productivity tools
   licences generating worldwide annual revenues of more than
   $3 billion (Source: derived from information published by
   Dataquest, Gartner Group, April 1998).  The Company is
   working with approximately 50 active prospects in this
   market, including the largest developers of consumer
   productivity tools.


*  Photo editing.  The use of computers to view, edit and
   share photographs has held great promise for almost a
   decade.  However, in the last 18 to 24 months the
   combination of low prices for easy to use software, digital
   cameras and home PC scanners has created an explosion in
   home PC photography, a key market for Kazoo3D.  In the US,
   the use of home PC photography programs has grown from
   3.8 million users in March of 1997 to 16.7 million users in
   December 1999, i.e. nearly one in five home PC users are
   now using digital photography software.  It is expected
   that this trend will be accelerated by the rapidly growing
   popularity of photo-sharing websites, such as those
   provided by PhotoPoint Corporation and Photochannel
   Networks Inc.  Dedicated photo-sharing commercial websites
   have collectively seen 2.5 million unique home user visits
   in the month of December 1999 (Source: MediaMetrix Inc.,
   February 2000).
   
   Kazoo3D's contract with the photo-editing market leader,
   Adobe Systems, provides the Company's entry into this
   rapidly expanding market.
   
*  Video editing.  The Directors consider that the video
   editing market has all the characteristics of photo
   editing, but lags behind by about two years.  As with photo
   editing, the market in the past has been predominantly in
   the realm of the professional user, but recent advances and
   significant reductions in the prices of digital video
   cameras have opened up a new market for consumers.  Video
   editing software allows users to manipulate video
   sequences.  Kazoo3D will enable users of video editing
   packages to incorporate exciting new 3D effects.
   
   The Company is working with the leading companies currently
   active in the field of video editing.
   
   The current desktop PC video editing market in the US is
   estimated to be worth $100 million and is growing at 35 per
   cent. per annum.  However, vendors of editing hardware and
   software believe these projections do not consider the
   explosive growth potential of the new low end consumer-
   oriented products (Source: Montgomery Securities, May
   1998).

Financial record and current trading

The business of Kazoo3D operated as a division of LightWork Design from
February 1998 and was demerged from LightWork Design with effect from
1 January 2000.

For the entire 23 month period to 1 January 2000, the business of Kazoo3D
incurred an operating loss of £1.2 million on turnover of £0.4 million after
costs of £1.6 million.  Net assets at 1 January 2000 amounted to £79,000.
Total expenditure during the reported period of £1.6 million includes
technology development costs of £1.2 million.

Revenue in the 23 month period to 1 January 2000 relates to technology
licensing fees from ISV partners including Adobe Systems and Streetwise
Software Inc.. Adobe Systems and Streetwise Software Inc. signed licence
agreements with Kazoo3D in May 1999 and November 1999 respectively.  Since
1 January 2000, the Directors have continued to progress discussions with a
number of potential licensees. PhotoPoint Corporation, Photochannel Networks
Inc. and DeMorgan Industries Corporation have recently signed non-binding
letters of intent with the Company to license the Kazoo3D software.  The
Company has in excess of 100 potential licensees under active consideration.

In addition, the Company is currently in negotiations with Universal Studios
Licensing Inc. for the rights to the Rocky and Bullwinkle characters.

Reasons for the flotation and use of the placing proceeds

The Directors believe the Company has already developed a fully functional and
robust product set, which is being licensed for integration by ISVs into
software applications.  Work is currently in progress to enhance Kazoo3D's
delivery of software and content over the internet.

The Directors believe that the net cash proceeds of the placing of
approximately £11.2 million will enable Kazoo3D to accelerate its growth.  The
funds have initially been placed on deposit and will now be used to:

*  build and maintain a targeted high bandwidth e-commerce
   site with a commercial database;
   
*  acquire and license in pre-existing 3D content and convert
   to the Kazoo format to allow a library of 3D models to be
   accumulated and published quickly;
   
*  create 3D content, editorial and features for
   www.kazoo3d.com;
   
*  increase the number of sales and marketing staff in order
   to develop full business and market opportunities
   effectively;
   
*  undertake sales promotions to build brand awareness and
   increase market penetration; and
   
*  maintain research and development resources to accelerate
   time-to-market of new technologies.

In addition, of the £11.2 million amount raised, approximately £0.5 million
will be applied to repay the Company's indebtedness to LightWork Design.

The Directors consider that the future growth potential of the business will
be enhanced by the flotation which they feel will raise the profile of the
Company in the industry, with its customers, both existing and prospective,
and with potential investors.  Furthermore, it is expected that an AIM
quotation will also provide the Company with potential access to further
capital and provide the opportunity to make acquisitions, should suitable
opportunities arise, or to accelerate its expansion, through the issue of
shares.

The Directors

Dr. Stuart Antony Green, Chief Executive Officer, aged 34

Dr. Green was a co-founder of LightWork Design where he served as Technical
Director with responsibility for implementing LightWork Design's technical
development strategy.  More recently, Dr. Green was responsible for forming
LightWork Design's Kazoo Technology Group.  He has ten years of experience of
team building and executive management in the software industry.  Dr. Green
received a Ph.D. in Computer Science from the University of Bristol in 1989
for his research into computer systems for advanced computer graphics.

John Henderson Warden, Chief Financial Officer, aged 38

Mr. Warden joined Kazoo3D in March 2000 as Chief Financial Officer.  He has
responsibility for the financial information and systems of the Company.
Recently he was the Finance Director of DBS Management plc, having joined the
DBS Group in 1998, and, prior to that, held senior positions at Bon Marche
Limited and GEI PLC.  Mr. Warden qualified as a Chartered Accountant with
Coopers & Lybrand in 1986.

Dr. Richard Gordon Oliver, Non-Executive Chairman, aged 41

Dr. Oliver has served as chief executive of LightWork Design since founding
the company in 1989.  He has been involved in the field of computer graphics
and geometric modelling for 20 years and holds a Masters degree from the
University of California, Berkeley and a Ph.D. from the University of Leeds.

Dr. Christopher Henry Bruce Honeyborne, Non-Executive Director, aged 59

Dr. Honeyborne spent 24 years in banking, gaining experience in a variety of
roles with Lazard Brothers, Banque Paribas Group and Bank of N.T. Butterfield
& Son.  Since then, Dr. Honeyborne has held a number of high-profile non-
executive directorships, including Yorkshire Water plc, Gremlin Group plc and
Kunick plc.

Roy Abrams, Non-Executive Director, aged 39

Mr. Abrams has over 16 years' international and entrepreneurial experience
with blue chip, mid-market and start-up software companies. He has senior
level general management, sales and marketing and detailed financial
expertise.  Mr. Abrams held senior positions at Lotus Development Corporation
from 1990 to 1995 in both the UK and in the US. He was chief executive of
Global Data Security Inc. from 1995 to 1997.  He is currently the founding
chief executive of Internet start-up, TecBuzz.com. He holds an MBA
specialising in strategic marketing and a BA in international relations.


Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is
authorised to carry on investment business by The Institute of Chartered
Accountants in England and Wales, and Charterhouse Securities Limited, which
is a member of the London Stock Exchange and is regulated in the United
Kingdom by The Securities and Futures Authority Limited, are acting solely for
the Company and no one else in connection with the Admission and will not be
responsible to any person, other than the Company, for providing the
protections afforded to the respective clients of Arthur Andersen Corporate
Finance and Charterhouse Securities Limited or for providing advice in
connection with the Admission.