Issue of Equity

Totally PLC
26 April 2002

                                                                26th April, 2002



                    TOTALLY PLC ('Totally' or 'the Company')

      Proposed Placing of 18,333,334 new Ordinary Shares at 1.5p per share
                                      and
                      Proposed issue of 4,583,329 Warrants

Introduction

On 23rd April, 2002, the Company announced its financial results for the year
ended 31st December, 2001, and that it proposed to raise £275,000 (before
expenses) by way of a placing.

Details of the Placing

The Company is proposing to issue 18,333,334 new Ordinary Shares at 1.5p per
share ('Placing Shares'), to raise £275,000 before expenses ('the Placing'). The
net proceeds of the Placing will amount to approximately £265,000 which will
provide continued working capital for the Company.  The Placing is conditional,
 inter alia, on both the approval of all of the resolutions at an extraordinary
general meeting of the Company to be held on 20th May, 2002, ('the EGM) and the
admission of the Placing Shares to trading on AIM.

It is the Independent Director's view that this type of placing is a very
efficient way of providing additional working capital for the Company. The cost
of funds raised via the Placing will be substantially lower compared with a
larger institutional issue requiring the publication of a prospectus which would
cost the Company a significantly higher percentage of the gross funds being
raised.

All of the Directors, other than Richard Brenner, personally or through a
company or pension funds associated with one of the Directors, have agreed to
participate in the Placing to the extent set out below:

                                           At Present               Participation            Following completion
                                                                       in Placing                    of Proposals
                                        No. of        Percentage           No. of         No. of    Percentage of
                                                                                                  Enlarged Issued
                                      Existing       of Existing          Placing       Ordinary    Share Capital
Name of Placee                          Shares   Ordinary Shares           Shares         Shares

SMT*                                 6,631,724             19.35        2,333,334      8,965,058            17.04

Trustees of the Grovehill            1,448,276              4.22        1,333,333      2,781,609             5.29
Pensions Scheme**

Trustees of the East King                    -                 -        1,000,000      1,000,000             1.90
Retirement Pensions Scheme**

Steven Burns                         4,750,666             13.86        4,333,333      9,083,999            17.27

Daniel Levitt                        1,413,769              4.12        1,666,667      3,080,436             5.85

Andrew Margolis                      1,413,769              4.12        1,333,334      2,747,103             5.22

Dan Assor                              229,769              0.67          666,667        896,436             1.70



*The Company's Non- Executive Chairman, Dr Michael Sinclair, is a director of,
and has a controlling interest in, SMT.

**Dr Sinclair is a trustee and beneficiary of these pension funds and his total
beneficial shareholding is 8,705,000 and after the Placing will amount to 25.41
per cent. of the Enlarged Issued Share Capital.

The remaining Placing Shares have been conditionally placed with certain
employees and an existing shareholder.

In conjunction with the Placing, subscribers of the Placing Shares will be
issued with one Warrant for every four Placing Shares.  This will result in the
issue of 4,583,329 Warrants.  The Warrants, details of which have been sent to
shareholders, are exercisable at a subscription price of 5p per share during the
period up to the adoption of the accounts for the year ending 31st December,
2008.

Application will be made for the Placing Shares to be admitted to trading on AIM
and dealings are expected to commence on 21st May, 2002.  No application will be
made for the Warrants to be admitted to trading on AIM.

A circular with the details of the Placing and notice of EGM has been sent to
shareholders today.

Current trading

On 23rd April, 2002, the Company announced its results for the year ended 31st
December, 2001, which showed a turnover of £1,460,000 and an operating loss,
before an exceptional write-off of goodwill of £2,150,000, of £883,000 and a
loss before taxation but after goodwill amortisation and deprecation of
£2,236,000.  The Company's annual report and accounts for the year ended 31st
December, 2001, has been sent to shareholders today. The annual general meeting
is to be held on 20th May, 2002.

Further Enquiries


Totally PLC    
Steve Burns                                                  Tel:  [phone]

John East & Partners Limited
David Worlidge / Nandita Sahgal                              Tel:  [phone]


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