Acquisition

CSS Stellar PLC
01 August 2002


For immediate release                                       1 August 2002


                                CSS Stellar plc

                         ('CSS Stellar' or 'the Group')


              Acquisition of the Echo group of companies ('Echo')


CSS Stellar, the sports and entertainment management and marketing group, listed
on the Alternative Investment Market ('AIM') of the London Stock Exchange, today
announces the acquisition of Echo, a specialist entertainment advertising and
marketing agency, based in Toronto, Ontario (the 'Acquisition').

Initial consideration, paid on closing, is Cdn$10.125 million (£4.13 million)
comprising Cdn$6.0 million in cash (£2.45 million) and Cdn$4.125 million (£1.68
million) payable by a future issue of 701,526 CSS Stellar ordinary shares of 50p
each ('ordinary shares') at 240p per share. Further cash consideration of
Cdn$0.625 million (£0.25 million) becomes payable in February 2004.


Key points:

•         Echo was originally set up to service the Canadian entertainment
industry and is now one of Canada's largest privately owned, full-service,
advertising and marketing companies



•         Echo's activities comprise consultancy, creative and production
services and media buying



•         The Acquisition will add significantly to the Group's service
offering in North America



•         Echo's diverse blue chip customer base includes Labatt Breweries,
film distributor Alliance Atlantis, Starbucks, Microsoft and the Toronto
International Film Festival



•         The Acquisition is expected to be earnings enhancing



•         Further deferred consideration may become payable to a maximum of
Cdn$24.25million (£9.89 million)



John Webber, Chairman of CSS Stellar commented:



'The Acquisition represents a further strategic step for CSS Stellar.  It
significantly strengthens the Group's entertainment expertise and corporate
client base in North America, enabling the Group to present the full range of
marketing services its clients now demand.  The combination of GEM and Echo will
create a leading sport and entertainment marketing consultancy providing
integrated marketing solutions in Canada and the USA for our domestic and
multinational clients.'



Enquiries:
CSS Stellar plc                                             020 7078 1400

Julian Jakobi, Chief Executive
Sean Kelly, Finance Director and Deputy Chief Executive

Weber Shandwick Square Mile                                 020 7950 2800
Ben Padovan or Sally Lewis




Currency Translation based on Cdn$ 2.4517 per £, being the Barclays Bank
exchange rate ruling on 30 July 2002.




              Acquisition of the Echo group of companies ('Echo')





The Board of CSS Stellar plc ('CSS Stellar' or the 'Group') is pleased to
announce the Acquisition of the Echo group of companies ('Echo') (the '
Acquisition'), a Canadian based integrated advertising and marketing agency for
an initial consideration, paid on closing, of Cdn$10.125 million (£4.13
million).  Initial consideration comprises Cdn$6 million in cash (£2.45 million)
with Cdn$4.125 million (£1.68 million) payable by a future issue of 701,526
ordinary shares at 240p per share.  Further cash consideration of Cdn$0.625
million (£0.25 million) becomes payable in February 2004.  The aggregate maximum
consideration which may become payable for the Acquisition is Cdn$35 million
(£14.3 million).



About Echo



Echo, based in Toronto, Ontario, was founded in 1978 by Len Gill to serve the
marketing needs of the entertainment industry in Canada.  Echo has grown to
become one of Canada's largest independent, full-service providers of marketing
and advertising services and has extended its offering from serving the film,
theatre and music industries to a far broader-based business servicing a range
of clients in many industry sectors.



Echo's blue chip customer base includes Labatt Breweries, film distributor
Alliance Atlantis, Starbucks, Microsoft and the Toronto International Film
Festival. Echo also arranges the promotional advertising for the tours of rock
bands such as U2 and The Rolling Stones, aiming to secure full house attendance.



Echo has retained many of its entertainment industry links: for Alliance
Atlantis, a client of over 15 years, Echo is currently working on the Canadian
promotion of the movie, 'Austin Powers in Goldmember' and part two of the Lord
of the Rings trilogy. In addition, the Toronto International Film Festival has
grown to be the largest consumer film festival in the world.



Echo employs some 130 people in Toronto, Ontario and currently comprises the
following operating companies:



•         Echo Advertising and Marketing Inc: Echo's principal trading entity
engaged in the development of marketing plans, production of radio, television
and outdoor media advertisements, merchandising and promotions and media buying
of Canadian media for clients



•         Electronic Palette Inc: performs creative and graphics production
work for the group's clients



•         Echo Media Corp: engaged in US media buying for its Canadian clients



•         Echo Advertising (New York) Ltd: mainly engaged in the promotion of
live theatre events to US customers



Financial information



In the year to 31 January 2002, Echo generated gross revenues of Cdn$27.3
million (£11.1 million), net revenues of Cdn$12.2 million (£5.0 million), EBITDA
(adjusted for non-recurring items and excess management remuneration) of
Cdn$1.85 million (£0.76 million) and made an adjusted profit before tax of
Cdn$1.62 million (£0.66 million).  As at 31 January 2002, Echo had aggregated
net assets of Cdn$0.8 million (£0.3million).



Echo has been acquired debt free and, following closing, Echo's year end will be
changed to 31 December in line with the Group's year end.



The Board believes that the Acquisition will be earnings enhancing.




Consideration payable



The initial consideration payable on closing is Cdn$10.125 million (£4.13
million), comprising Cdn$6.0 million (£2.45 million) cash and Cdn$4.125 million
(£1.68 million) by way of a future issue of 701,526 ordinary shares based on a
CSS Stellar share price of 240p per share.



Further cash consideration of Cdn$0.625 million (£0.25 million) becomes payable
in February 2004.



Additional consideration up to a maximum of Cdn$24.25 million (£9.89 million)
may become payable depending on Echo exceeding certain EBITDA targets from
closing to 31 December 2004 (the 'earn out period');


1.     Provided Echo achieves an annualised EBITDA for the eleven months ending 31 December 2002 in excess of
       Cdn$2.15 million (£0.88 million), further cash, to a maximum of Cdn$3.0 million (£1.2 million) will
       become payable, representing a multiple of 5 times EBITDA.

2.     Provided Echo exceeds total EBITDA over the earn out period of Cdn$9.99 million (£4.07 million) then
       deferred consideration becomes payable, calculated on a multiple of 7 times EBITDA, as to eighty percent
       (80%) by a second future issue of ordinary shares (the 'deferred ordinary shares') and twenty percent
       (20%) cash.





The deferred ordinary shares will be issued relative to the price of a CSS
Stellar ordinary share price as quoted on AIM and as derived from the Daily
Official List but are subject to a 'collar' or minimum price of 190p and a 'cap'
or maximum price of 340p.



Lock in



Under the terms of the sale and purchase agreements, the vendors of Echo have
agreed not to sell any consideration shares for a period of one year following
closing.  A similar one year restriction will apply to any deferred ordinary
shares.



Strategic rationale for the Acquisition



The Acquisition further delivers on the Group's strategy to develop a global
sports and entertainment management and marketing business. As a specialist in
entertainment marketing, Echo complements the activities of, and represents an
excellent strategic fit with, CSS Stellar's existing North American sports and
consumer marketing agency, GEM.



The necessity of offering the complete spectrum of services to clients seems to
be becoming more apparent for advertising and marketing companies. As a result,
the Board expects the Acquisition to enhance cross selling opportunities as the
Group leverages the blue-chip client bases of both the Echo and GEM businesses.



Echo's management will continue in their current roles within the enlarged
Group.  Len Gill, the Founder and Chief Executive of Echo will be appointed to
the Board of CSS Stellar Holdings Inc, the Group's newly formed North American
holding company. Len Gill and other members of the senior management team at
Echo have entered into new service agreements.



Update on current trading and Interim Results



The Group expects to announce its interim results on Wednesday 18 September.  A
full update on current trading will be given at that time. Trading is in line
with expectations with the exception of the Group's relatively small sports
sponsorship division which has been adversely affected by the well publicised
sponsorship problems associated with motorsport.  However, the acquisitions made
over the last 18 months, which have broadened the base of activity, are
integrating well within the enlarged Group.



Enquiries:


CSS Stellar plc                                                020 7078 1400

Julian Jakobi, Chief Executive
Sean Kelly, Finance Director and Deputy Chief Executive

Weber Shandwick Square Mile                                    020 7950 2800
Ben Padovan or Sally Lewis






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