Heads of Agreement signed on Proposed Acquisition

The board of PHSC plc ('PHSC' or 'Company'), the company that provides a range
of health, safety and environmental consultancy and training services across
the UK through it trading subsidiaries, announces that Heads of Agreement have
been signed pursuant to the proposed acquisition of Health & Safety Click Ltd
('HSCL').

HSCL delivers a low cost health and safety protection and advisory service via
a web based system in order for smaller organisations to become `compliant'
with health and safety standards. PHSC recognises that HSCL represents an
opportunity to exploit the gaps in the health and safety consultancy sector as
a virtual consultant. In addition, through its current subsidiaries, the
Company can provide site-based health and safety services to HSCL clients who
desire a higher level of assistance.

In June 2003, Christian Hopper (formerly of Firesmart Ltd, part of the Wyatt
Group, an AIM traded company) was engaged by HSCL as sales director to exploit
particularly the insurance & risk management broking market.

There are currently six employees, with a proposal to swell these numbers as
growth occurs rather than in advance of it, by bringing on account managers.

HSCL had unaudited revenues of £54,000 for the year to 30 June 2004 with losses
of £31,000. For the nine month period to 31 March 2005, HSCL had unaudited
revenues of £67,000 and a loss of £7,000.

PHSC proposes to acquire the entire issued share capital of HSCL on the
following terms:

 a. an injection of £75,000 will be made by PHSC into HSCL for working capital
    purposes
   
 b. £50,000 will be paid by PHSC three months after completion to repay
    directors loans at HSCL.
   
 c. The current shareholders of HSCL will receive pro-rata to their current
    shareholdings 50% of the net profits of HSCL for the three years ended 31
    March 2008 following completion of the acquisition.
   
Stephen King, Managing Director of PHSC plc said: 'In the opinion of the
directors of PHSC plc there is an increasing demand for on-line risk assessment
services. HSCL have already gained a number of well-know clients within the
insurance broking sector, and provide a service whereby HSCL personalises and
registers an interactive web site for the broker. Part of the fee for the work
includes a subscription for a number of user licences that brokers can sell on
to their own clients at discounted fees. Brokers currently subscribing to the
service include Heath Lambert Group, Endsleigh Insurance Brokers and Alec Finch
Group Limited. The Company believes there exists an opportunity to reach many
smaller and medium sized end users through such intermediaries, and will look
to promote the HSCL concept into trade associations, federations, and through
similar portals. In addition, individual users can subscribe to the HSCL
product.

Most health and safety consultancies, including PHSC's current trading
subsidiaries, tend to work for larger clients for whom a web-based system is
not as effective as conventional face-to-face consultancy provision. The fact
remains that quality buyers are procuring services on line, and are even having
the service branded as their own.

This is a business to run alongside PHSC's other operations, not to replace it
nor to compete with it. The acquisition of HSCL will allow PHSC to penetrate
further into the marketplace, reaching many potential customers who require
health and safety support but cannot afford to pay for mainstream consultancy.
Initial discussions also suggest that that some consultancy work does emerge
from the on line service, meaning that cross-selling or alternative selling is
likely to be robust in nature. There are a large number of regional insurance
brokers and other intermediaries to whom HSCL wishes to sell, and the ability
to do so will be that much easier as a subsidiary of, and with the subsequent
backing of, an AIM listed company.

As directors of PHSC we have long felt that our inability to offer a web-based
service was a weakness that would eventually need to be addressed. The addition
of this business, therefore, would go some way to remedying that issue. Whilst
this is a small acquisition for us its potential importance to the future of
PHSC should not be understated.'

For further details contact :

Stephen King

PHSC plc Tel: [phone]

Gavin Burnell

Ruegg & Co Limited Tel: [phone]