Agreement

Actif Group PLC
10 July 2000

                                                                  
                                ACTIF GROUP plc
                          ('ACTIF' OR THE 'COMPANY')
    Announcement of agreement with major European producer of underwear and
                 associated initial equity investment of £2.1m

Actif Group is currently the European licensee for both the JOE BOXER brand
for underwear and sleepwear categories and the ELLE brand for clothing
products including underwear and sleepwear categories.  ELLE merchandise
worldwide retail sales exceed 1 billion USD and JOE BOXER is now the third
largest underwear brand in the United States.   These licences are in line
with the Group's strategy to acquire clothing rights for international quality
brands and to develop those brands through a variety of routes to market in
the UK and Europe.

The Board of Actif Group PLC is pleased to announce it has today entered into
a sourcing and strategic investment agreement with Hatzioannou Holdings S.A.,
a major European producer of underwear.

Highlights:

*    Establishes a preferred supplier and customer relationship between Actif
     Group plc and Hatzioannou Holdings S.A. for the provision of underwear
     for ELLE and JOE BOXER brands

*    Strategic investment by Hatzioannou Holdings S.A
     -    initial investment of £2.1 million by Hatzioannou Holdings S.A for
          7,000,000 new Ordinary Shares at 30p per share, representing 10.7
          per cent of the enlarged issued share capital.

     -    Hatzioannou Holdings S.A has the option, within 18 months, to
          subscribe for a further 7,500,00 new Ordinary Shares at an exercise
          price of 42p representing a further £3.15 million investment and
          would result in a total holding of 20 per cent in the Company.

*    This agreement supports Actif Group's planned expansion into underwear
     for both ELLE and JOE BOXER in UK and European markets.

Commenting today, Martin Lent, Chief Executive, said:

'We are delighted to have established this valuable relationship with one of
Europe's largest and prestigious manufacturers of underwear.  Our commitment
to the ELLE and JOE BOXER brands means that we require a strong partner to
help with both garment manufacture and development of a European distribution
network.  The injection of capital into our business demonstrates the faith
Hatzioannou has in our strategy and in our brands and we look forward to a
long and profitable relationship for both parties.

'The combination of the investment by Hatzioannou and the strength of the ELLE
and JOE BOXER brands gives us encouragement for next year's trading.  Recent
trading on the high street has been slightly disappointing and, as we have
suffered short delays to our planned store and concession opening programme,
we anticipate our profits for the year ending 31 July 2000 to be a little
below expectations.'



Enquiries:                Actif Group PLC                 Tel: [phone]
                          Martin Lent, Chief Executive
                          Simon Banfield, Finance Director

                          Hudson Sandler                  Tel: [phone]
                          Piers Hooper / Wendy Baker


                                ACTIF GROUP PLC
                          ('ACTIF' OR THE 'COMPANY')
    Announcement of agreement with major European producer of underwear and
                associated initial equity investment of £2.1m.

Actif Group's strategy is to acquire the clothing rights for quality brands
and to use its management experience to develop those brands through a variety
of routes to market in the UK and Europe.  Actif Group's management believe
that there is a large potential market for development of further underwear
business in Europe.

In order to support the Group's planned expansion into underwear for both the
ELLE and JOE BOXER brands, the board of Actif Group PLC is pleased to announce
that it has entered into a conditional agreement with Hatzioannou Holdings
S.A., a major European producer of underwear.  Under this agreement,
Hatzioannou Holdings S.A. is identified as being the Group's preferred
supplier of underwear and will make an initial strategic investment of £2.1
million in Actif Group.

The agreement provides for an initial equity investment of £2.1 million by
Hatzioannou Holdings S.A. for 7,000,000 new Ordinary Shares at 30p per share
(representing approximately 10.7 per cent. of the enlarged issued share
capital of the Company following completion of the Investment).  The agreement
also establishes a preferred supplier and customer relationship between the
parties.

In addition the Company has agreed to grant Hatzioannou Holdings an option to
subscribe for a further 7,500,000  new Ordinary Shares at an exercise price of
42p per share within 18 months.  If this option was exercised in full the
Company would receive a further £3.15 million and Hatzioannou Holdings S.A.
would then hold approximately 20 per cent of the enlarged issued share capital
of the Company.

Hatzioannou Holdings S.A. is a public company listed on the Athens Stock
Exchange with a market capitalisation of £383 million and an annual turnover
of £55 million. Hatzioannou Holdings S.A. has technically advanced and high
quality production capabilities for seam-free lingerie and hosiery and is
already a supplier to the Group. As well as underwear Hatzioannou Holdings
S.A.  manufacturers swimwear, fitnesswear and casual clothing in both jersey
and other knitted products.

This strategic investment by Hatzioannou Holdings S.A. will enable Actif Group
to undertake a more rapid expansion of its underwear business for both ELLE
and JOE BOXER across the growing European market. The preferred
supplier/customer agreement provides the Group with the benefits of long term
access to high quality, competitively priced, fast turn around production
sources for underwear to aggressively target the significant European
underwear market.

The Investment and the Option are each conditional upon the shares to be
issued being admitted to trading on AIM and the agreement with Hatzioannou
Holdings S.A. is conditional upon shareholders approving the disapplication of
pre-emption rights to enable the Option to be granted.  There will be an EGM
of Shareholders, to be held at 20 Little Portland Street, London W1N 5AE, at
10 am on 31 July 2000. The Company has agreed, subject to shareholder
approval, that Hatzioannou Holdings S.A. may nominate one suitable non-
executive director for appointment to the Board.


NOTES TO EDITORS:

Actif Group's strategy is to acquire the clothing rights for international
quality brands and to use its management experience to develop those brands
through a variety of routes to market in the UK and Europe.  It now has two
brands under management and expects to add additional brands in the future.

Actif Group's existing activities comprises the design and distribution, both
wholesale and retail, of clothing under the ELLE brand in the UK and Europe
and for JOE BOXER in the same territories.

JOE BOXER
Actif announced in May 2000 that it had entered into a 15 year master licence
agreement with JOE BOXER Corp, a leading US designer and manufacturer of
underwear and sleepwear, for all European territories.  In addition, the Group
intends to launch a new e-commerce site to support the brand throughout
Europe.

The licence agreement, which will be held by Actif subsidiary,
changedaily.co.uk ltd, covers Joe Boxer underwear and sleepwear product lines
for men, women and children.  Design origination and overall control of the
development of the brand will remain with JOE BOXER in the US.

Joe Boxer product lines also include loungewear, home furnishings, bedroom
slippers, casual at-home footwear, and sun and optical eye wear for men, women
and children.

JOE BOXER is distributed throughout the US in over 4,000 department stores,
speciality shops and catalogues.  Product is also currently produced under
license in Australia, Canada, Japan, Mexico and New Zealand.  Current
wholesale volumes worldwide exceed $100m.

The license will initially run for 5 years, from 1 April 2000 to 31 March
2005, ('the initial term') with a renewal option for the licensee, subject to
the achievement of certain performance criteria. Actif will pay royalties
based upon sales volumes at different rates for both wholesale and retail.
There will be a minimum royalty payment per annum, increasing through the term
of the agreement.

ELLE
The Company holds the ELLE brand, under license from Hachette, currently until
31 December 2008. The ELLE brand includes activewear, sportswear, nightwear,
swimwear and underwear.  The ELLE brand is recognised throughout the world,
particularly through the magazine of the same name, which has a global
readership of 80m worldwide.

ELLE clothing is targeted at fashion conscious, independent woman in the 18 to
35 year range.  The brand is supported by a new marketing campaign underpinned
by the slogan 'ELLE - When trends come to life.'

The Group's in-house team designs the ELLE clothing lines, in consultation
with Hachette's designers.  More than half of the Group's clothing is
currently manufactured in Portugal with the balance in the Far East, UK,
Turkey and Greece.

Group sales have increased from £1.3m in 1995 to £10.2m in 1999, representing
a compound growth rate over the period of 67%.

Routes to market include:
*    Wholesale through John Lewis, Debenhams, Karstat, Kaufhof, Globus and
     Printemps and independent fashion boutiques.  Actif introduce dedicated
     ELLE shop fittings to create 'stores within stores'.  It is anticipated
     that over 50 department stores will be added to the portfolio within the
     next 2 years.

*    Retail through the Company's own shops in Bluewater, Kent and Leeds with
     two new stores opening this month in the Trafford Centre, Manchester and
     The Metro Centre, Gateshead.  The Company has retail concessions in
     Bentalls, Brown Thomas and Beatties and is opening 18 concessions in
     House of Fraser by August 2000.  The Company also retails through
     designer outlet centres in Bridgend, Braintree, Portsmouth, Castleford
     and Cheshire Oaks.  The Directors intend to open further dedicated ELLE
     retail outlets across the UK by July 2002.  Lifestyle content, including
     juice bars, internet access screens, health and beauty facilities will be
     introduced to stores where appropriate.

*    Mail order business is strong through Freemans, Empire, Littlewoods, Otto
     Versand, Spengler and Spiegel.

Actif Group will shortly announce the launch of its own dedicated investor
relations website.  In the meantime all corporate information can be sourced
through its Financial and Corporate PR advisers, Hudson Sandler Limited.
Please contact either Piers Hooper or Wendy Baker on 020 7796 4133 or at
[e-mail].