Board Changes and Placing

Berry Birch & Noble PLC
19 February 2001

                             BERRY BIRCH & NOBLE

                          BOARD CHANGES AND PLACING

                               19 FEBRUARY 2001


As a consequence of the recent downturn in profitability which we announced on
26 January 2001 the Board of Berry Birch & Noble plc (the 'Company') has been
considering the future direction of its business. Within that context the
Board has been examining the way its key relationships are managed and
Directors responsibilities. As a consequence of this review the Board
announces the following changes:

Board of Directors

Mr Derek Berry is retiring as Chief Executive with effect from 19 February
2001. The Board wishes to thank Mr Berry, an original founder, for his many
years of involvement, not least noting his continuing support as shareholder,
and wish him a long and happy retirement.

The Board is extremely pleased to announce the appointment of Mr Derek
McLaughlan as Chief Executive with effect from Mr Berry's retirement. Derek
McLaughlan has had a distinguished career largely in financial services and
insurance. Much of his career has been spent in senior positions of large
insurance organisations with responsibility for a range of areas such as
business transformation, e-commerce and internal cultural change

In recent years, Mr McLaughlan was managing director of Zurich Commercial and
managing director of Eagle Star Direct. Mr McLaughlan joins the Company from
Ernst & Young where he has been working as a consultant over the last nine
months.

John Owen will be stepping down from his position of Finance Director and the
Board have identified a new Finance Director who will be appointed in the next
two weeks.

Hazel Montague will be resigning from her position as non-executive director
with immediate effect now that she has completed the handover of her
responsibilities to Stephen Ingledew who was appointed Group Marketing
Director last November. In addition to his other duties, Mr Ingledew is
responsible for maintaining the key relationship with the Company's regulator,
the FSA.

The Company's nomination committee is currently reviewing the appointment of
other specific individuals as executive and non-executive directors to
strengthen the Board. These appointments are subject to finalisation of
financial terms. The Board expects to make further announcements in this
regard in the near future.

Placing

The Company also announces that it is issuing 650,000 new Ordinary Shares at a
price of 119.25p per share to raise approximately £775,000 gross. These shares
are being placed with New Media Spark plc. The proceeds from the placing of
these new shares will be applied towards the Company's current working capital
requirements. The new Ordinary Shares to be issued rank pari passu in all
respects with the existing issued Ordinary Shares in the Company. Application
has been made to the UK Listing Authority and the London Stock Exchange for
the shares being issued to be admitted to Listing and it is expected that
dealings will commence on Friday 23 February 2001.