Notice of EGM

Media Content PLC
22 June 2001

Media Content PLC (the 'Company')

22 June 2001

Extraordinary General Meeting

The Company has today sent an explanatory circular to shareholders, together
with a notice convening an extraordinary general meeting of the Company to be
held on 10 July 2001 at 10.00 am at the offices of Brown Rudnick Freed &
Gesmer, 8 Clifford Street, London W1S 2LQ.

At the extraordinary general meeting, resolutions will be proposed to effect
the following:

-     to make certain amendments to the Company's Unapproved Executive Share
      Option Scheme ('Unapproved Scheme');

-     to adopt an Enterprise Management Incentives share option scheme ('EMI
      Scheme'); and

-     increase the authorised share capital of the Company and grant a revised
      authority to allot ordinary shares.

Amendment to the Unapproved Scheme

The proposed amendment to the Unapproved Scheme is to increase the limit on
the number of ordinary shares over which options may be granted under the
Unapproved Scheme. At present the rules of the Unapproved Scheme limit the
number of shares which may be made available under the Unapproved Scheme to 5%
of the issued ordinary share capital of the Company in any 10 year period. It
is proposed to increase this limit to 15% of the issued ordinary share capital
from time to time.

The directors of Media Content (the 'Directors') support employee
participation in the Company and believe that the existing limits may act as
an impediment to the future retention and incentivisation of employees
necessary for the continued growth of the Company. Whilst the proposed limit
exceeds the limits recommended by the guidelines produced by the Investment
Protection Committees of the Association of British Insurers ('ABI') and
National Association of Pension Funds ('NAPF'), the Directors believe that the
increased limit is in the best interests of the Company and is necessary to
properly incentivise directors and employees of the Media Content Group,
including those of any future businesses or companies which may be acquired.
In particular, the remuneration committee of the board of directors of the
Company has approved the grant of options to Stanley B Fertig and Leonard M
Fertig over 35,000,000 shares each (being in aggregate 10% of the current
issued share capital of the Company), subject to shareholder approval to the
increase in the limits of the Unapproved Scheme. Neither Leonard M Fertig nor
Stanley B Fertig will vote on the resolution to increase the Unapproved Scheme
limits. The Directors believe that the increased limit is consistent with the
limit typically adopted by companies that are comparable to the Company in
terms of business focus and stage of development.

Adopting the EMI Scheme

The adoption of an Enterprise Management Incentives scheme will allow for the
grant to employees and directors of options over shares capable of being 
'qualifying' options for the purposes of schedule 14 Finance Act 2000. The
Directors believe that the adoption of an Enterprise Management Incentives
share option scheme is in the best interests of the Company because such
options have more advantageous tax treatment for participants and for the
Company than unapproved options and can therefore provide a better incentive.

A summary of the principal features of the proposed EMI Scheme is contained in
the Appendix to the circular to shareholders.

Increase of the authorised share capital and authority to allot shares

The proposal is to increase the authorised share capital of the Company from 
£8,000,000 to £9,500,000, by the creation of an additional 150,000,000 new
ordinary shares, and substitutes for the existing authority of the Directors
to allot shares, an authority to the Directors to allot up to 230,000,000
unissued shares. This substituted authority to allot is in accordance with
guidelines produced by the Investment Protection Committee of the ABI which
permit a general power to allot shares up to one third of the issued ordinary
share capital of the Company.

The Directors believe that the increase in authorised share capital and
substituted authority to allot shares is in the best interests of the Company
and is necessary to give the Company flexibility to issue additional share
options and to expand its business through acquisitions and other strategic
transactions that may involve the issue of shares.

Recommendation

The Directors consider that the amendments proposed to the Unapproved Scheme,
the adoption of the EMI Scheme and the increase in the authorised share
capital of the Company and substituted authority to allot are in the best
interests of the Company and its shareholders and unanimously recommend that
shareholders vote in favour of each of the resolutions to be proposed at the
extraordinary general meeting, as they intend to do in respect of their own
beneficial holdings amounting to, in aggregate, 510,056,347 existing ordinary
shares representing approximately 73% of the current issued share capital of
the Company, save that Stanley B Fertig and Leonard M Fertig will not vote on
the resolution to increase the limits of the Unapproved Scheme.

Copies of the explanatory circular to shareholders are available to the
public, free of charge, at the offices of Brown Rudnick Freed & Gesmer, 
8 Clifford Street, London W1S 2LQ for one month.