Re Agreement

Carphone Warehouse Group PLC
30 October 2001



         The Carphone Warehouse Group PLC to distribute Virgin Mobile


London, 30th October 2001: Virgin Mobile, the UK's fifth network, and The
Carphone Warehouse Group plc, Europe's leading mobile phone retailer, today
announced a partnership that will see Virgin Mobile on sale in The Carphone
Warehouse's 450 UK stores from 1st November 2001.

The Carphone Warehouse Group PLC will now be the only mobile phone retailer in
the country to offer a choice of all networks.

Richard Branson, Virgin Mobile said: 'The Carphone Warehouse is without doubt
the most successful mobile phone retailer in the UK. It has a tremendous
record for great service, and shares the same entrepreneurial spirit of
Virgin. We are thrilled to be working with The Carphone Warehouse, and we are
confident that together we can attract many more customers onto Virgin
Mobile's great service. '

Charles Dunstone, Chairman & Chief Executive, The Carphone Warehouse Group
PLC:

' We're delighted to have Virgin Mobile on board. This partnership offers our
customers yet another mobile option this Christmas. The Carphone Warehouse is
now uniquely placed in the market, as the only mobile phone retailer offering
the choice and flexibility of six different networks; Virgin Mobile now joins
Vodafone, BTCellnet, Orange, One2One, and Fresh.'

                                    -Ends-

For further information:

The Carphone Warehouse

Tristia Clarke: 07771 868 601

Virgin Mobile

Steven Day, Virgin Mobile, 07931 777777

Alison Bonny, Virgin Mobile, 07802 430 276

Debra Burtt, Consolidated Communications, 07941 200 300

Sasha Bradbury, Consolidated Communications, 07941 230 700



Notes:

  * Carphone Warehouse customers will be able to connect to Virgin Mobile's
    'flextariff' by simply buying a Virgin Mobile service pack for £10
    (containing a SIM card and £5 worth of airtime) and activating their
    current handset OR they could buy a new phone alongside the service pack.
  * Customers can connect to Virgin Mobile and pay for their calls any way
    they like. They can pay monthly by direct debit (there's no contract to
    sign, no monthly fee, and no line rental); or they can pay in a
    conventional pre-pay way by airtime vouchers or by credit or debit card.
  * The Carphone Warehouse has arranged to supply its own handsets to
    connect to the Virgin tariff. These phones are as follows:
  * Trium Mars £59.99 (add £10 for SIM pack)
  * Nokia 3310 £99.99 (add £10 for SIM pack)
  * Sony J5 £99.99 (add £10 for SIM pack)
  * Ericsson T29 £129.99 (add £10 for SIM pack)
  * Nokia 3330 £129.99 (add £10 for SIM pack)
  * Nokia 8210 £199.99 (add £10 for SIM pack)
  * The deal will be supported by a significant advertising campaign, as
    well as in-store point of sale and Virgin Mobile's inclusion in The
    Carphone Warehouse's Monthly Buyers guide
  * All Carphone Warehouse Sales Consultants will receive extensive training
    about Virgin Mobile, and this will be included in the company incentive
    and reward schemes
  * Customers connecting to Virgin Mobile at The Carphone Warehouse will be
    eligible for all of the store's after sales services and guarantees
  * In addition to the 450 Carphone Warehouse stores across the UK,
    customers will be able to connect to Virgin Mobile by calling Carphone
    Warehouse's Direct Sales line on 0800 424 800 and from
    carphonewarehouse.com



About Virgin Mobile:

Virgin Mobile is now established as the most successful virtual network
operator in the world, and is the UK's fifth network. Since its launch in
November 1999 it has attracted 1.2 million customers, making it one of the
fastest growing mobile phone companies in history.

Virgin Mobile is a 50:50 joint venture company between Sir Richard Branson's
Virgin Group and Deutsche Telekom's One 2 One, and is the UK's first mobile
virtual operator.

It has scored a number of firsts, including being the first operator to scrap
peak rate calls, introduce a daily discounting tariff and was the first
company in the world to introduce an integrated MP3 mobile phone.

In the UK, Virgin Mobile phones are available direct on 0845 6000 600; on the
web at www.virgin.com/mobile; or on the High Street at over 5,000 outlets
including Virgin Megastore, Our Price, V.SHOP, Sainsbury, Tesco, WH Smith,
Iceland, Co-op, Asda, Somerfield, John Lewis, Littlewoods, Morrisons, Phone
People and Carphone Warehouse.

About The Carphone Warehouse:

The Carphone Warehouse Group PLC was founded in 1989 and has experienced rapid
growth in the 1990s under the leadership of Charles Dunstone and David Ross.
The Carphone Warehouse Group PLC is today the only pan-European retailer of
mobile telephony products and services. It is the leading independent mobile
phone retailer in the UK, France, Spain, Sweden, Belgium, The Netherlands and
Ireland, in each case in terms of market share. The Group has over 1,000
stores in 12 European markets and employs over 5,500 people.

The company's commitment to customer satisfaction and its determination to
stay one step ahead of the rest has undoubtedly been the key factor of its
success. In March of this year, the company won both the Retail Week and the
Mobile News customer service awards for 2001. In July 2000 the company floated
on the London Stock Exchange and based on an issue price of 200p, the company
was valued at approximately £1.7 billion. In the financial year ended 31st
March 2001, Carphone Warehouse generated total turnover of £1.1 billion.