Re Joint Venture

Totally PLC
22 January 2001

For Immediate Release:  0700hrs, 22nd January 2001







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



Investment in Virtual Jerusalem Holdings



SUMMARY



  * Coalition agreement between Bank Hapoalim B.M., E-Shop Enterprises LLC
    and Totally
  * Totally subscribes for 40 per cent of Virtual Jerusalem Holdings for
    US$100,000
  * Virtual Jerusalem Holdings acquires VirtualJersualem.com - one of the
    leading community portals servicing the North American Jewish market
  * VirtualJerusalem.com at its peak boasted 250,000 registered users and in
    excess of 5,000,000 page impressions per month
  * Funding of US$1.15million is to be provided by Bank Hapoalim B.M at no
    recourse to Totally beyond a charge on its share in Virtual Jerusalem
    Holdings
  * Bank Hapoalim B.M. to be issued with 2.78 million warrants in Totally,
    exercisable at 21p by January 2002





The Directors of Totally are pleased to announce a strategic coalition between
Bank Hapoalim B.M., the leading Israeli financial services provider, E-Shop
Enterprises LLC, a US based Jewish e-commerce and Internet service provider
and owner of the 3 Dimensional site www.jewishstreet.com and Totally, owners
of the www.totallyjewish.com web site and the London Jewish News.



The three partners will form an Israeli registered joint venture company,
Virtual Jerusalem Holdings Limited ('VJH'). VJH will acquire
Virtualerusalem.com, which at its peak boasted some 250,000 registered users,
generating in excess of 5,000,000 page impressions per month.



VirtualJerusalem.com was formerly owned by Virtual Communities Incorporated
(VCIX), the software author that reported financial difficulties late last
year.



Both Totally and E-shop Enterprises will subscribe for 40% of VJH in exchange
for a capital investment of $100,000 each. Bank Hapoalim will subscribe for
the residual 20% of the equity in exchange for a capital investment of
$50,000.



Bank Hapoalim B.M. has provided ongoing funding for VJH of $1,150,000 on a
non-recourse basis to Totally beyond a charge on its share in VJH.



In addition to the facilities being provided for this venture Totally has
agreed to issue 2.78 million warrants in Totally to Bank Hapoalim B.M., which
are exercisable at 21p per share at any time up until January 2002.



Steve Burns, chief Executive of Totally, commented:



'This is an exciting investment for the company. In October 2000 Totally
stated its intent to pursue a strategy of establishing the company as the
leading global, Jewish focused multi-media and leisure group.  This investment
represents the first step in achieving that goal.'





Jess Dolgin, Chief Executive Officer of E-shop Enterprises LLC, commented,



'The synergies between Totally who specialize in publishing and E-Shop who
specialize in e-commerce are immense and this investment represents an
important stage in the creation of a global alliance to leverage marketing and
sales opportunities across the Jewish community worldwide. We anticipate that
the new partnership and the joint operation of Virtual Jerusalem will
establish the group as a dominant force in the Jewish online arena.'



Mr. Yossi Dauber, Deputy Chairman of the Board of Management of Bank Hapoalim
B.M, commented,

'We are pleased to take a 20 per cent stake in a business run by two young and
dynamic companies who possess the skill sets necessary to rebuild what was a
commercially successful brand.  This investment is part of the bank's policy
to enhance its relationships  with the Jewish communities worldwide.  We look
forward to a fruitful and rewarding partnership.'







For further details please contact:-



Totally Plc
Steve Burns                            Tel: [phone]
Chief Executive



John East & Partners Limited          Tel: [phone]
John East
David Worlidge
Simon Clements



Hansard Communications.com Ltd
Adam Reynolds/Takki Sulaiman         Tel: [phone]