Acquisition of The Really Useful Games Company

Character Group PLC
28 January 2000


A Really Useful Acquisition for Character

The Character Group is pleased to announce that it has entered into a
conditional exchange of contract to acquire the business of The Really Useful
Games Company for a maximum consideration of £5.2 million.

The Really Useful Games Company was formed in 1995 and is part of Andrew Lloyd
Webber's - The Really Useful Group. The games company employs approximately 15
people from its offices based in Greek Street, Soho, London. Its principal
business is that of design, development and distribution of licensed games
such as 3-D sculptured puzzles and chess sets. Current licenses include The
Simpsons, Friends and Looney Tunes.

In the year ended 30th June 1997, The Really Useful Games Co. reported audited
sales of £2.14 million and a pre-tax loss of £1.01 million.  Net assets at the
same date were £1.64 million negative. In the year to 30th June 1998, The
Really Useful Games Co. reported unaudited sales of £5.92 million and pre-tax
profits of £95,000. Net Assets at the same date were £1.25 million negative.

The business and assets of The Really Useful Games Co. are being acquired by
Character Games Limited, a subsidiary of the Group formed for the purpose of
this transaction.

Following completion of the acquisition, which is expected to occur during
March, Mr Danny Kishon will become Managing Director of Character Games
Limited.

The initial consideration of £710,000 in cash will become payable on
completion.  Subject to Character Games Limited. achieving certain turnover
criteria in the twelve months to 31st December 2000, 2001 and 2002, further
consideration will become payable amounting to a maximum of £2 million, which
will be satisfied in cash or the issue of new ordinary shares in The Character
Group plc.  In addition, it is expected that an incentive payment, based on a
multiple of the acquired business' audited profits for the same period would
be made to the management - the maximum amount payable under this arrangement
is £2.5 million.

The Really Useful Games Co. has a minority holding of 20% which, is owned by a
major   US Corporation.  Following negotiations, it is expected that the US
Corporation will acquire a minority holding in Character Games Limited.

Commenting on the acquisition, Richard King, Chairman, The Character Group
said:

'This is an exciting strategic acquisition for us.  It gives the group a new
dimension in character licensed products and offers a number of opportunities
to further expand not only our product profile but our license portfolio
particularly on an international front.'

William Taylor, Chief Executive of The Really Useful Group, said:

'The Games Division has been a very exciting venture for the Really Useful
Group and we have created some wonderful products from which we will continue
to earn royalties into the future. As the Games Division has expanded, so it
has required us to consider whether it would be better managed within a
company dedicated to that business. I am delighted that The Character Group is
acquiring the business. They will be able to offer it the management support
and focus that will enable it to continue to grow. At the same time the sale
will allow us to focus management attention totally on the Really Useful
Group's core entertainment activities.'

Enquiries:
Richard King, Chairman                   Mobile: [phone]
Kiran Shah, Group Finance Director       Mobile: [phone]
The Character Group plc                  Tel: [phone]

Fiona Tooley, Director       Mobile: [phone]
Citigate Dewe Rogerson       Tel: [phone]

Daniel Bee              Mobile: [phone]
Brown Lloyd James       Tel: [phone]