Option to acquire Telco

Cater Barnard PLC
06 May 2004


For immediate release

                                                                      6 May 2004


                              CATER BARNARD PLC

                      ('Cater Barnard' or 'the Company')

        Agreement on option to acquire TelCo Solutions Limited ('TelCo')

Cater Barnard announces that it has been granted an option to acquire 100 per
cent. of the issued share capital of TelCo (the 'Option'). The Option is
exercisable at any time within the next two months up to 30 June 2004 to provide
the Company appropriate time to carry out due diligence on TelCo.

TelCo provides specialist project management services to the commercial property
sector. The company is based in London and the largest shareholder is David
Williams, the Executive Chairman of the Company. The exercise of the Option
would be a related party transaction and would be subject to shareholder
approval.

Under the terms of the Option, the consideration to be paid by the Company for
100 per cent. of TelCo would comprise an initial consideration of £600,000 (the
'Initial Consideration') to be satisfied wholly by the issue of 120,000,000 new
ordinary shares of 0.1p each in the capital of the Company ('Ordinary Shares')
at an issue price of 0.5p per Ordinary Share. The Initial Consideration will be
reduced on a pound for pound basis if the net cash available in TelCo for
working capital purposes at completion is less than £100,000. In addition, the
Company would also pay a further amount equal to 2.5 times TelCo's net profits
before tax for each of the years ending 30 June 2005 and 30 June 2006 (the
'Earn-out Sum') up to a maximum of £3.4 million to be satisfied by the issue of
New Ordinary Shares at an issue price of the lesser of the then mid market price
and 1p per Ordinary Share, with an absolute minimum of 0.5p per Ordinary Share.

Mr Aidan Mills-Thomas, a Director of the Company commented:

'The acquisition of TelCo will enable Cater Barnard to capture the established
project management business and expertise of TelCo headed up by Mr David
Williams and will complement the facilities management business carried on by
our associated company, Navitas Hemway, as part of our stated objective of
building an integrated property services company.

Mr David Williams, Chairman of both TelCo and the Company said:

'Further to the statements that I made on the 17 February and at the Company's
annual general meeting on 12 March 2004 we continue to pursue a number of
acquisition opportunities and expect to make a further announcement in the near
future'.




Enquiries:

Aidan Mills-Thomas                 Roland Cornish
Director                           Beaumont Cornish Limited
Cater Barnard plc                  Tel: [phone]
Tel: [phone]



End.



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