Director Shareholding

SCHEDULE 11                                  
                                                                               
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1) Name of company

Totally Plc

2) Name of director

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y. A. Korff of Boston

3) Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

In respect of Director in 2 above

4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y. A. Korff of Boston

5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)

In respect of Director named in 2 above

6) Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

Share purchase

7) Number of shares acquired

200,000 ordinary shares

 8. Percentage of issued class
   
0.25

9) Number of shares/amount of stock disposed

10) Percentage of issued class

11. Class of security
   
    Ordinary shares
   
12. Price per share
   
    4.25p
   
13) Date of transaction
18th May, 2004

14) Date company informed
18th May, 2004

15) Total holding following this notification
23,600,000

16. Total percentage holding of issued class following this notification
    29.99
   
If a director has been granted options by the company please complete the
following boxes

17) Date of grant

18) Period during which or date on which exercisable

19) Total amount paid (if any) for grant of the option

20) Description of shares or debentures involved: class, number

21) Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise

22) Total number of shares or debentures over which options held following this
notification

23) Any additional information

24) Name of contact and telephone number for queries

Steve Burns 020 7692 6929

25) Name and signature of authorised company official responsible for making
this notification

Date of Notification 18th May 2004