Acquisition

Cater Barnard PLC
03 December 2004



For immediate release 3 December 2004

                               Cater Barnard plc
                       ('Cater Barnard' or the 'Company')

  Proposed acquisitions of Navitas Hemway Limited ('Navitas Hemway') and Telco
                     Solutions Limited ('Telco Solutions')

  Placing of 76,000,000 new ordinary shares of 0.1p each in the capital of the
                          Company ('Ordinary Shares')

             Notice of extraordinary general meeting of the Company
                              Proposed name change
                                Admission to AIM

   • The Board of Cater Barnard is delighted to announce that, subject to
    shareholder approval, agreement has been reached for the proposed
    acquisitions of Navitas Hemway and Telco Solutions.

   • The acquisitions represent significant progress towards achieving the
    Company's strategy of building a group providing a wide range of
    professional services to the real estate industry in the UK and Continental
    Europe.

   • The acquisitions will constitute a 'reverse take-over' under the AIM
    Rules and are each therefore subject to the approval of shareholders being
    given at the Extraordinary General Meeting to be held on 29 December 2004.

   • In due course, the Directors would consider expanding the services
    offered by the Enlarged Group to include a commercial property agency. The
    Company is in detailed discussions with a number of possible significant
    acquisition targets.

   • Following completion of the Acquisitions, the name of the Company will,
    subject to shareholder approval, be changed to Mercury Group PLC.

   • Company has itself placed 76,000,000 new Ordinary Shares with a small
    number of investors at a price of 0.5p per Ordinary Share, pursuant to which
    the Company will receive gross proceeds of £380,000.

David Williams, Executive Chairman, said:
'I am excited about the opportunities to develop the Group both by organic
growth and acquisition. These acquisitions are the cornerstones of our new
strategy to build a leading property services business.'

Enquiries:
David Williams
Chairman, Cater Barnard plc
Tel: [phone]

For immediate release 3 December 2004

                               Cater Barnard plc
                       ('Cater Barnard' or the 'Company')

  Proposed acquisitions of Navitas Hemway Limited ('Navitas Hemway') and Telco
                     Solutions Limited ('Telco Solutions')

  Placing of 76,000,000 new ordinary shares of 0.1p each in the capital of the
                          Company ('Ordinary Shares')

             Notice of extraordinary general meeting of the Company
                              Proposed name change
                                Admission to AIM

INTRODUCTION
The Board of Cater Barnard announces that, subject to shareholder approval,
agreement has been reached for the proposed acquisitions of Navitas Hemway and
Telco Solutions (together referred to in this announcement as the
'Acquisitions'). The announcement of these important acquisitions represents
significant progress towards achieving the Company's strategy of building a
group providing a wide range of professional services to the real estate
industry in the UK and Continental Europe.

On 29 November 2003 the Company announced that it had acquired a shareholding of
40 per cent. of Navitas Hemway, a newly established property services and
facilities management company, for an initial consideration of £262,666
satisfied by the issue of 52,533,333 Ordinary Shares pursuant to the Navitas
Hemway Option Agreement. In addition, the Company held an option to acquire the
remaining 60 per cent. of Navitas Hemway for an agreed initial consideration of
a further 78,800,000 new Ordinary Shares, which at the closing mid market price
of 0.45p per Ordinary Share on 1 December 2004, would be valued at £354,600. In
addition to the initial consideration, up to a further 262,666,666 new Ordinary
Shares (which at the current Ordinary Share price of 0.45p per Ordinary Share
would be valued at £1,182,000) together with additional new Ordinary Shares up
to a maximum value of £560,000 may be payable to the vendors of Navitas Hemway,
subject to performance targets.

On 6 May 2004, the Company announced that it had been granted an option (which
was subsequently extended) to acquire 100 per cent. of Telco Solutions for a
maximum consideration of £4 million to be satisfied by the issue of new Ordinary
Shares. Telco Solutions provides specialist project management services to the
commercial property sector.

The Board has now decided, subject to shareholder approval, to exercise the
Options to acquire the outstanding 60 per cent. of Navitas Hemway and 100 per
cent. of Telco Solutions. Each of the proposed Acquisitions will constitute a
'reverse take-over' under the AIM Rules and are each therefore subject to the
approval of shareholders being given at the Extraordinary General Meeting,
details of which are set out in the Admission Document which has been posted to
shareholders today.

Given the interests of certain Directors in each of Navitas Hemway and Telco
Solutions, the proposed Acquisitions are also 'related party transactions' under
the AIM Rules.

Application will be made for the Ordinary Share Capital to be admitted to
trading on AIM subject to the Resolutions set out in the Notice of the
Extraordinary General Meeting being passed by Shareholders at the Extraordinary
General Meeting. It is expected that Admission will become effective and that
trading in the Ordinary Share Capital on AIM will recommence on 30 December
2004.

BACKGROUND

At the end of last year there was a complete change of the Board of Directors
and the strategy of the Group. David Williams was appointed a Director of the
Company on 22 December 2003 to lead the movement into the property services
sector. His appointment coincided with the initial investment by the Company in
Navitas Hemway. The Board was strengthened further by the appointment on 6 May
2004 of Anthony McFarland as an Executive Director with interim responsibility
for the Company's finance functions, and by the appointment on 28 September 2004
of Alexander Moss as a Non-Executive Director.

In November 2003, the Board of Cater Barnard agreed to acquire a 40 per cent.
shareholding in Navitas Hemway. The management team of Navitas Hemway has
experience in providing facilities management and maintenance services across a
range of business sectors, including shopping centres, retail chains and
commercial property. Navitas Hemway was formed in 2002 and initially held two
major contracts to provide maintenance services to shopping complexes. Both
contracts are for three year terms. On 15 November 2004, the Company announced
that Navitas Hemway had secured two new contracts. The new contracts secured by
Navitas Hemway are both for shopping centres. Initially the new contracts are
for one year terms although Navitas Hemway expects to agree standard extensions
to three years. Navitas Hemway has traded at a loss for the period from
incorporation to 31 March 2004, which is in line with Navitas Hemway's budget
and reflects its investment in establishing the business.

On 5 December 2003 the Company disposed of its remaining interest in Cater
Barnard (USA) plc (since re-named Griffin Group plc), a US-based financial
services business. The disposal was made to enable the Company to concentrate
its resources on the development of its UK property maintenance and services
businesses. The Company has fully provided against the remaining investment held
by the Company outside of its core business of property facilities management
services.

On 6 May 2004 the Company was granted an option to acquire 100 per cent. of the
issued share capital of Telco Solutions. This business provides specialist
project management services to the commercial property sector.

The Board is excited about the opportunities to develop the Group both by
organic growth and acquisition and has decided that now is an appropriate time
to exercise the Options and acquire the outstanding share capital of Navitas
Hemway (not already held by the Company) and the entire issued share capital of
Telco Solutions. The Acquisitions are not interconditional, however, and the
Company would be prepared to proceed with only one of the proposed Acquisitions
even if the other were to fail for any reason.

STRATEGY FOR THE ENLARGED GROUP

The strategy for the Enlarged Group is to provide a wide range of professional
services to the real estate industry in the UK and Continental Europe throughout
all stages of the property lifecycle, from initial design, construction, and
completion to ongoing facility services and maintenance. The acquisition of
Telco Solutions and Navitas Hemway will provide the Enlarged Group with project
management and facilities management expertise with an initial focus on data
centres and shopping centre management. Although the Directors will seek to sell
the services provided by Telco Solutions and Navitas Hemway to all the Group's
customers, following the Acquisitions, each business will be operated as a
standalone entity.

In due course, the Directors would consider expanding the services offered by
the Enlarged Group to include a commercial property agency. The Company is in
detailed discussions with a number of possible significant acquisition targets.
The Directors intend that the Enlarged Group will initially focus on the
higher-margin property services market and do not intend to bid for work in the
residential or public finance initiatives sectors.
Following completion of the Acquisitions, the name of the Company will, subject
to shareholder approval, be changed to Mercury Group PLC.

NAVITAS HEMWAY'S BUSINESS

History

Navitas Hemway was formed in July 2002 by David Dawson. In addition to the
Company, the principal shareholders in Navitas Hemway are David Dawson and David
Williams, who own approximately 12 and 10 per cent. of Navitas Hemway
respectively, and Paradene Limited, a company in which Anthony McFarland (a
Director of the Company) is interested, which owns approximately 27 per cent..
Navitas Hemway's offices are in Crewe.

In the first quarter of the year ended 31 December 2002, Navitas Hemway won and
fulfilled a small number of reactive works orders and concentrated its efforts
on marketing to secure longer-term higher value contracts. In March 2003,
Navitas Hemway secured its first major order, a three year total facilities
management contract for a shopping centre in the North West of England which
commenced in April 2003 and comprises three contracts in relation to security,
cleaning and maintenance services. In September 2003, Navitas Hemway was awarded
a three year contract for cleaning and security and associated maintenance at
another shopping centre in the North of England. This contract also comprises
three contracts in relation to security, cleaning and planned maintenance
services. The two contracts are with the same managing agent and in aggregate
are worth approximately £1.3 million per annum.

On 15 November 2004 the Company announced that Navitas Hemway had secured two
additional facilities management contracts for a shopping centre in the North
West and a shopping centre in the South East which were worth in aggregate a
further £750,000 in revenue per annum.

Activities and operations

Navitas Hemway's objective is to become a leading UK nationwide provider of
facilities management services by offering cleaning, security and integrated
maintenance services. This includes the provision of permanently manned site
maintenance, planned preventative maintenance ('PPM'), and reactive work
(i.e. one-off orders for specific works). Contracts are normally for 1-3 years'
duration. Navitas Hemway's proposed offering includes, but is not limited, to
the following services:

Cleaning

Daily and periodic general and specialist cleaning of all areas for retail,
industrial and commercial buildings. Specialist services include waste
management and pest control.

Security

Tailored security solutions using both manned as well as technical security
systems. Security services provided include closed circuit television (including
remote monitoring), manned guarding and access control.

Integrated Services

A service combining cleaning and security services with integrated mechanical
and electrical engineering and fabric maintenance. Services include air
conditioning and mechanical ventilation, boiler plant and controls, hot and cold
water heating installations, water treatment and filtration, low-voltage
distribution, lighting and power, energy management, fire detection, telephone/
public address systems and fabric repair.

Navitas Hemway can also provide planned preventative maintenance and reactive
management services such as office moves and relocations, partitioning and
ceilings, grounds maintenance, interior/exterior plants and displays, and
specialist technical services and management outsourcing.

Management and employees

The core management team has been recruited from a number of the leading
facilities management providers as well as a number of property related
companies. David Dawson, the Managing Director, has worked in the building
services industry in the UK and Middle East for George S Hall Ltd., Interserve
and ABB-Stewart.

Customers

Navitas Hemway's target market includes landlords and tenants in both the
private and public sectors and who own or occupy retail, industrial or
commercial property. Navitas Hemway has a particular focus on the shopping
centre market. Navitas Hemway is not currently seeking any work in the
residential sector.

Financials

Set out below is a summary of the audited results for the two years ended 30
September 2003 (covering the period from the commencement of the business) and
the six months ended 31 March 2004.

This summary financial information has been extracted without material
adjustment from the Accountants' Report on Navitas Hemway set out in the
Admission Document which has been posted to shareholders today.

                                            Years ended         Six months
                                           30 September              ended
                                                                  31 March
                                           2002         2003          2004
                                              £            £             £
Turnover                                 30,416       332,626       773,628
Operating loss                          (10,600)     (391,630)     (174,465)

Interest                                   (159)      (16,222)      (28,125)

Loss on ordinary
activities before
taxation                                (10,759)     (567,852)     (202,590)

Loss after
taxation                                (10,759)     (567,852)     (202,590)

The increase in turnover in the year ended 30 September 2003 reflected the
contribution made by Navitas Hemway's first total facilities management contract
which the Company won in March 2003. Revenue for the six months ended 31 March
2004 reflected the contribution of the second total facilities management
contract which commenced in September 2003. Navitas Hemway has traded at a loss
for the period from incorporation to 31 March 2004 reflecting its investment in
establishing the business.

TELCO SOLUTIONS' BUSINESS

History

David Williams co-founded Telco Solutions in July 2000 with Paul Whight, an
established European commercial property investor and founder of Grantchester
plc. Telco Solutions was formed to exploit opportunities for both investment and
project management in the data centre sector in the UK and Continental Europe.

In November 2001, Telco Solutions entered into an agreement with CGNU in respect
of funds managed by Morley, to identify and acquire data centre properties in
Europe. This culminated in the announcement of the acquisition by funds managed
by Morley of a 25 per cent. holding in the Global Switch Fund in September 2003,
with Chelsfield PLC owning the remaining 75 per cent., a transaction which was
completed in March 2004.

Following the conclusion of Telco Solutions' contract with CGNU, Telco Solutions
is now concentrating its activities on re-establishing its position in the
project management sector.

Current contracts

Telco Solutions currently has a number of new contracts in addition to the
contract with Multiplex Constructions (UK) Limited for the provision of project
management and technical support.

Financials

This summary financial information has been extracted without material
adjustment from the Accountants' Report on Telco Solutions set out in Part IV of
the Admission Document which has been posted to shareholders today.
Set out below is a summary of the audited results for the three years ended 31
December 2003 and the three months ended 31 March 2004.

             Years ended 31 December                    Three months ended
                                                        31 March
                2001           2002           2003                     2004
                   £              £              £                        £
Turnover     333,698      1,308,157      2,058,065                  170,977
Operating
profit/       18,455         61,657        557,833                  (31,329)
(loss)
Net          (15,904)       (14,689)        (7,062)                   1,002
interest
Profit/
(loss) on
ordinary
activities     2,551         46,968        550,771                  (30,327)
before
taxation
Profit/
(loss)         2,443         30,548        404,551                  (30,327)
after
taxation

Turnover and profits for the two years ended 31 December 2002 and 2003 were
substantially greater than the previous year ended 31 December 2001 principally
because of the contribution from the agreement with CGNU to provide advice in
respect of the identification and acquisition of data centre properties in
Europe. Following the completion of that advisory agreement in 2003, the Company
has focused on project management activities.

SUMMARY OF ACQUISITION AGREEMENTS

Acquisition of Navitas Hemway

On 3 December 2004, conditional on shareholder approval at the EGM, the Company
entered into the Navitas Hemway Sale & Purchase Agreement to acquire the
outstanding 60 per cent. of the issued share capital of Navitas Hemway pursuant
to the Navitas Hemway Option Agreement. The Navitas Hemway Sale & Purchase
Agreement provides for an initial consideration of 78,800,000 new Ordinary
Shares in the Company to be issued to the vendors. The agreed deferred
consideration is to be satisfied on finalisation of the audited accounts for
Navitas Hemway for the year ending 30 September 2005.

The total agreed deferred consideration of up to a further 262,666,666 new
Ordinary Shares (which at the current Ordinary Share price of 0.45p per Ordinary
Share would be valued at £1,182,000) together with additional new Ordinary
Shares up to a maximum value of £560,000, is subject to Navitas Hemway achieving
certain performance targets (as described further in the Admission Document).

Acquisition of Telco Solutions

On 3 December 2004, conditional on shareholder approval at the EGM, the Company
entered into the Telco Solutions Sale & Purchase Agreement pursuant to the Telco
Solutions Option Agreement to acquire the entire issued share capital of Telco
Solutions for an initial consideration of up to £600,000 (subject to certain
adjustments) to be satisfied on finalisation of the completion accounts of Telco
Solutions by the issue to the vendors of Telco Solutions of up to
120,000,000 Ordinary Shares. The agreement provides for additional deferred
consideration of up to £3,400,000, to be satisfied by two further issues of
Ordinary Shares, each of which shall be an amount equivalent in value to
two-and-a-half times the net profits of Telco Solutions for each of the years
ending 30 September 2005 and 30 September 2006 respectively. The total
consideration payable for the acquisition of Telco Solutions is capped at a
maximum of £4 million.

Both the Navitas Hemway Sale & Purchase Agreement and the Telco Solutions Sale &
Purchase Agreement (and also, by virtue of the deed of variation dated
3 December 2004, the First Navitas Agreement) contain controls to ensure that
the issue of the Consideration Shares (together with any further new Ordinary
Shares issued in satisfaction of any deferred consideration) to the relevant
vendors under both agreements either separately or taken together will not
result in more than 29.9 per cent. of the issued share capital of the Company at
the relevant time being held by persons who may be deemed to be acting in
concert for the purposes of Rule 9 of the City Code on Takeovers and Mergers
('the City Code'). Rule 9 of the City Code normally requires that any person who
(together with persons acting in concert with him) acquires 30 per cent. or more
of the voting rights of a company which is subject to the City Code is obliged
to make a general offer in cash to all shareholders for the shares not owned by
him at the highest price paid by him (or any person acting in concert with him)
within the preceding 12 months.

THE PLACING

In order to cover the expenses of the Acquisitions and to provide some
additional working capital for the Enlarged Group, the Company has itself placed
76,000,000 new Ordinary Shares with a small number of investors at a price of
0.5p per Ordinary Share, pursuant to which the Company will receive gross
proceeds of £380,000 (before commissions of £5,000), which after the costs and
other expenses and fees incurred by the Company in relation to the Acquisitions
and the preparation of the Admission Document of approximately £205,000
(including commissions but exclusive of VAT), amounts to net proceeds of
£175,000. The proceeds of the Placing will, together with the other cash
balances of the Company, be used to provide additional working capital for the
Enlarged Group. Paradene Limited, in which Anthony McFarland has a beneficial
interest, has subscribed for 10,000,000 new Ordinary Shares pursuant to the
Placing.

The new Ordinary Shares will, following allotment, rank pari passu in all
respects with the existing Ordinary Shares and will have the right to receive
all dividends and other distributions thereafter declared, made or paid in
respect of the issued ordinary share capital of the Company.

LOCK-IN ARRANGEMENTS

At Admission the Directors and persons connected with them will own 134,854,960
Ordinary Shares representing 8.68 per cent of the Ordinary Share Capital on
Admission, assuming the Acquisitions are approved by Shareholders. Following
Admission and following completion of the acquisition of Telco Solutions, the
Directors and persons connected with them will then own 195,454,960 Ordinary
Shares representing 11.68 per cent. of the enlarged Ordinary Share Capital,
assuming the Acquisitions are approved by Shareholders and assuming the issue of
all the Telco Solutions Initial Consideration Shares. Alexander Moss and David
Williams have undertaken to the Company and Beaumont Cornish that they will not
sell or dispose of any of their respective interests in Ordinary Shares at any
time before the first anniversary of Admission or the date on which the Company
announces its results for the year ending 30 September 2005, whichever is the
later ('the Lock-In Period').

Anthony McFarland has undertaken to the Company and Beaumont Cornish that he or
any persons connected with him will not sell or dispose of any of their
respective interests in Ordinary Shares received as consideration for the sale
of his or their interests in Navitas Hemway at any time before the first
anniversary of Admission or the date on which the Company announces its results
for the year ending 30 September 2005, whichever is the later. In addition,
Anthony McFarland has undertaken to the Company and Beaumont Cornish that he or
any persons connected with him will not sell or dispose of any of his or their
respective interests in Ordinary Shares (other than those Ordinary Shares
received as consideration for the sale of their interests in Navitas Hemway) at
any time before the date on which the Company announces its results for the year
ended 30 September 2004.

ADMISSION TO AIM AND DEALINGS

Each of the proposed Acquisitions will constitute a 'reverse take-over' under
the AIM Rules and are each therefore dependent upon the approval of shareholders
being given at the Extraordinary General Meeting, details of which are set out
below. Although the Company is seeking the approval of shareholders in respect
of the Acquisitions at the same time, the Acquisitions are not
inter-conditional.

Application will be made for the Ordinary Shares and the Consideration Shares to
be admitted to trading on AIM and it is anticipated that Admission will become
effective and that trading in the Ordinary Share Capital on AIM will recommence
on the trading day following the EGM, namely 30 December 2004.

EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company is to be held at 10.00 am on
29 December 2004 at the offices of the Company's solicitors, Jones Day, at which
Resolutions approving the Acquisitions will be put to Shareholders for approval.
In addition, the Company is taking the opportunity to review its authorities to
issue shares pursuant to Sections 80 and 95 of the Act and is seeking approval
to change its name to Mercury Group PLC. In order to maximise financial
flexibility the Company is also seeking authority to purchase in the market up
to 200,000,000 Ordinary Shares in any one or series of transactions.

To be passed, the Ordinary Resolutions will require a simple majority voting in
person or on a poll by proxy in favour of the resolutions. The Special
Resolutions require a majority of not less than 75 per cent. voting in person or
on a poll by proxy in favour of the resolutions.

RELATED PARTY TRANSACTIONS

The shareholders of Navitas Hemway include David Williams and Anthony McFarland,
who are Directors of the Company. Accordingly, the acquisition of Navitas Hemway
is a 'related party' transaction under the AIM Rules. Alexander Moss who is the
independent Director not involved in this transaction considers, having
consulted with the Company's Nominated Adviser Beaumont Cornish, that the terms
of the transaction are fair and reasonable in so far as the Company's
shareholders are concerned. In providing advice to Alexander Moss, Beaumont
Cornish has taken into account the independent Director's commercial assessment
of the matters referred to in this announcement. Accordingly, Alexander Moss
recommends shareholders to vote in favour of the resolution to authorise the
acquisition of Navitas Hemway.

The shareholders of Telco Solutions include myself and Alexander Moss, who are
Directors of the Company. Accordingly the acquisition of Telco Solutions is a
'related party' transaction under the AIM Rules. Anthony McFarland who is the
independent Director not involved in this transaction considers, having
consulted with the Company's nominated adviser Beaumont Cornish, that the terms
of the transaction are fair and reasonable in so far as the Company's
shareholders are concerned. In providing advice to Anthony McFarland, Beaumont
Cornish has taken into account the independent Director's commercial assessment
of the matters referred to in this announcement. Accordingly, Anthony McFarland
recommends shareholders to vote in favour of the resolution to authorise the
acquisition of Telco Solutions, as he intends to do in respect of his own
directly held holding amounting to 4,775,000 existing Ordinary Shares
(representing approximately 0.35 per cent. of the issued share capital of the
Company as at the date of this announcement).

ENDS
Enquiries:
David Williams
Chairman, Cater Barnard plc
Tel: [phone]

Roland Cornish
Beaumont Cornish Limited
Tel: [phone]


Appendix
In this announcement, where the context permits, the expressions set out below
shall bear the following meanings:

'Acquisitions'   the proposed acquisitions of the 60 per cent. of the
                 outstanding issued share capital of Navitas Hemway not already
                 owned by the Company and the whole of the issued share capital
                 of Telco Solutions
'Admission'      the admission of the Ordinary Shares to trading on AIM
                 following completion of the Acquisitions and such admission
                 becoming effective in accordance with the AIM Rules
'AIM'            AIM, a market operated by London Stock Exchange
'AIM Rules'      the rules of London Stock Exchange governing admission to, and
                 operation of, AIM
'Beaumont        Beaumont Cornish Limited, the Company's Nominated Adviser
Cornish'
'Board' or       the directors of the Company
'Directors'
'Company' or     Cater Barnard plc, a company incorporated in England and Wales
'Cater Barnard   under registered number 03826434
'
'Consideration   The Navitas Hemway Initial Consideration Shares and the Telco
Shares'          Solutions Initial Consideration Shares
'Admission       the admission document dated 3 December 2004
Document' or
'document'
'Enlarged        the Group, Navitas Hemway and Telco Solutions on completion of
Group'           the Acquisitions
'Extraordinary   the extraordinary general meeting of the Company to be held at
General Meeting' 10.00 am on 29 December 2004
or 'EGM'
'Form of         the form of proxy for use by Shareholders in connection with
Proxy'           the EGM
'Group'          the Company and its subsidiaries
'Navitas         Navitas Hemway Limited a company incorporated in England and
Hemway'          Wales on 15 February 2002 under registered number 4375004
'Navitas Hemway  78,800,00 new Ordinary Shares to be issued to the vendors of
Initial          Navitas Hemway on completion of the Acquisition
Consideration
Shares'
'Navitas Hemway  the option agreement dated 7 October 2003 pursuant to which the
Option           Company was granted an option to acquire the entire issued
Agreement'       share capital of Navitas Hemway
'Navitas Hemway  the conditional agreement dated 3 December 2004 for the
Sale & Purchase  acquisition of the share capital of Navitas Hemway between the
Agreement'       Company and the vendors of Navitas Hemway
'Options'        together the option to acquire the remaining 60 per cent. of
                 Navitas Hemway granted to the Company pursuant to the Navitas
                 Hemway Option Agreement and the option to acquire the entire
                 issued share capital of Telco Solutions granted to the Company
                 pursuant to the Telco Solutions Option Agreement
'Ordinary Share  the 1,552,946,557 Ordinary Shares in issue as at the date of
Capital'         the Admission Document, the Navitas Hemway Initial
                 Consideration Shares, the Placing Shares and 27,800,000 new
                 Ordinary Shares to be issued in consideration of services
                 provided to the Company by professional advisers in lieu of
                 cash (as described in paragraph 14(b) of Part VII of the
                 Admission Document) on Admission
'Ordinary        Ordinary Shares of 0.1p each in the capital of the Company
Shares'
'Placing'        the placing by the Company of 76,000,000 new Ordinary Shares at
                 the Placing Price by way of fundraising for the Company
'Placing         0.5p per new Ordinary Share
Price'
'Placing         76,000,000 new Ordinary Shares to be issued pursuant to the
Shares'          Placing
'Resolutions'    the resolutions set out in the notice of Extraordinary General
                 Meeting set out in the Admission Document
'Shareholders'   holders of Ordinary Shares
'Spokes &        the Company's Auditors and Reporting Accountants
Company
'Telco           Telco Solutions Limited a company incorporated in England and
Solutions'       Wales on 3 July 2000 under registered number 4025338
'Telco Solutions up to 120,000,000 new Ordinary Shares to be issued to the
Initial          vendors of Telco Solutions on finalisation of the completion
Consideration    accounts for Telco Solutions
Shares'
'Telco Solutions the option agreement dated 6 May 2004 pursuant to which the
Option           Company was granted an option to acquire the entire issued
Agreement'       share capital of Telco Solutions
'Telco Solutions the conditional agreement dated 3 December 2004 for the
Sale & Purchase  acquisition of the share capital of Telco Solutions between the
Agreement'       Company and the vendors of Telco Solutions




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