Correction - SAR 3 - Totally

FORM SAR 3

This announcement replaces the 'Form SAR 3 - Totally' announcement which was
released on Wednesday 25 May at 13.40pm. This announcement now shows the
relevant percentages.

                          DISCLOSURE OF ACQUISITIONS                           

      (Rule 3 of The Rules Governing Substantial Acquisitions of Shares)       

Name of acquirer                  The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A.     
                                  Korff of Boston                              
                                                                               
Beneficial owner, if different    -                                            
from above                                                                     
                                                                               
Names of any other persons acting -                                            
by agreement or understanding                                                  
(see SAR 5)                                                                    
                                                                               
Company dealt in                  Totally Plc                                  
                                                                               
Class of voting shares (eg        Ordinary Shares                              
ordinary shares)                                                               
                                                                               
Date of acquisition               20 May 2005                                  

Number of shares acquired         1,945,000 (2.16%)                            
                                                                               
Number of rights over shares      -                                            
acquired #                                                                     
                                                                               
Nature of rights over shares      -                                            

Total holding of voting shares    25,545,000 (28.43%)                          
(and percentage of total voting                                                
shares in issue)                                                               
                                                                               
Total holding of rights over      -                                            
shares (and percentage of total                                                
voting shares in issue)                                                        
                                                                               
Combined total holding (and       25,545,000 (28.43%)                          
percentage) of voting shares and                                               
rights over shares                                                             

Date of disclosure                25 May 2005                                  
                                                                               
Contact name                      Steve Burns                                  
                                                                               
Telephone number                  020 7692 6929                                

# See the definition of 'rights over shares' in the Definitions Section of the
SARs.

For details of the SARs disclosure requirements, see SARs 3 and 5 and their
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.