Final Results and Acquisition

Kazoo3D PLC
24 April 2001

PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

24 April 2001

KAZOO3D PLC

PROPOSED ACQUISITION OF THE ZOO MEDIA CORPORATION LIMITED

CHANGE OF NAME TO ZOO DIGITAL GROUP PLC

APPLICATION FOR THE ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2000

Key Highlights:

  * Acquisition of the entire issued share capital of The ZOO Media
    Corporation Limited, a digital media developer and solutions provider, for
    approximately £6.8 million to be satisfied by the issue of 79.8 million
    new ordinary shares in Kazoo3D.
  * Ian Stewart to be appointed as Chief Executive Officer, Andy Scrivener
    as Chief Operating Officer, Robert Deri as Chief Financial Officer and
    John Barnes as Non-Executive Chairman. Stuart Green to become Chief
    Technology Officer.
  * Allows Shareholders to participate in a fast growing digital media
    business run by an experienced management team.
  * Inclusion of the Kazoo technology within ZOO's application tool set
    allows the existing business to be developed and commercialised as part of
    a wider and proven business model.
  * Change of name to ZOO Digital Group plc to reflect the change in focus
    of the Company's activities.
  * Acquisition of ZOO classified as a reverse takeover under the AIM Rules
    and therefore conditional, inter alia, upon the approval of Shareholders.
  * Kazoo3D's audited consolidated accounts for the year ended 31 December
    2000 show a loss before tax of £4.6 million and net assets of £6.7
    million.

Arthur Andersen Corporate Finance is the Nominated Adviser to the Company and
Rowan Dartington is the Broker to the Company.

Gordon Oliver, Chairman of Kazoo3D, commented:

'The acquisition of ZOO Media Corporation provides a platform to develop and
commercialise the Kazoo technology. Furthermore, Kazoo3D's assets should
accelerate the development of ZOO.

'The Board believes that the proposed deal presents an excellent opportunity
to relaunch the Company as a pivotal player in the digital media industry.'

Ian Stewart, Executive Chairman of ZOO Media Corporation, commented:

'ZOO has already made a significant impact in the digital media market. The
merging of the two businesses will allow the Enlarged Group to take advantage
of the increasing use of fixed internet, mobile internet and broadband
technologies as marketing and communication tools by our clients.'

Enquiries:
Kazoo3D plc                                          Tel: [phone]
Gordon Oliver, Chairman

Stuart Green, Chief Executive Officer

The ZOO Media Corporation Limited                    Tel: [phone]
Ian Stewart

Arthur Andersen Corporate Finance                    Tel: [phone]
Philip Evans

Jim Whittaker
Rowan Dartington & Co Limited                        Tel: [phone]
Mike Coe
Hogarth Partnership Limited                          Tel: [phone]
James Longfield



Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is
authorised to carry on investment business by the Institute of Chartered
Accountants in England and Wales, and Rowan Dartington, which is a member of
the London Stock Exchange and is regulated by The Securities and Futures
Authority Limited, are acting solely for Kazoo3D and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than Kazoo3D for providing the protections afforded to clients of Arthur
Andersen and Rowan Dartington or for providing advice in relation to the
Acquisition.



PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

24 April 2001

KAZOO3D PLC

PROPOSED ACQUISITION OF THE ZOO MEDIA CORPORATION LIMITED

CHANGE OF NAME TO ZOO DIGITAL GROUP PLC

APPLICATION FOR THE ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2000

Introduction

On 13 March 2001 the Board announced that, following its strategic review, it
was holding intensive discussions regarding a potential acquisition that might
allow the Kazoo3D technology to develop as part of a broader business model.

The Board is pleased to announce today that it has concluded these discussions
and that the Company has conditionally agreed to acquire the whole of the
issued share capital of ZOO Media Corporation, a provider of digital media
solutions to the corporate sector.

ZOO Media Corporation, established in 1999 by Ian Stewart, owns and develops
proprietary software applications and technology tools that seek to address
the digital media marketing requirements of medium to large corporate clients.
Using its technology tool set, ZOO assists its clients in the enhancement of
promotions and communications between their clients and their clients'
customers, business partners and employees.

The Acquisition

The consideration for the Acquisition will be satisfied through the issue of
79,830,937 New Ordinary Shares to the ZOO Shareholders. On the basis of 8.5p
per share (being the closing middle market price on 23 April 2001, the last
dealing day before this announcement), the Acquisition values ZOO Media
Corporation at approximately £6.8 million.

Due to the size of ZOO relative to Kazoo3D, the Acquisition will be treated by
the London Stock Exchange as a reverse takeover under the AIM Rules and is
therefore conditional, inter alia, upon approval of Shareholders. In addition,
an application has been submitted to the Panel to request its agreement to
waive the requirement to make a general offer for the Company in accordance
with Rule 9 of the City Code which will arise as Ian Stewart and others,
deemed to be acting in concert, will hold more than 30 per cent. of the
Enlarged Share Capital.

Prior to completion of the Acquisition, application will have been made for
the Enlarged Share Capital to be admitted to trading on AIM. Such application
will be subject to approval of Shareholders of the Acquisition at an
extraordinary general meeting.

Reasons for the Acquisition

At the time of the launch of its website, www.kazoo3d.com, on 29 August 2000,
Kazoo3D's strategy was to establish itself as a leading supplier of 3D content
to the consumer digital imaging market. Kazoo3D targeted digital imaging web
merchants in order to drive customer traffic to Kazoo3D's website. However,
click through rates to Kazoo3D's website and the subsequent conversion rate of
visitors to customers were extremely disappointing.

In response to this, the Board commissioned an independent market review in
order to understand the underlying reasons behind the poor performance of the
website, as well as the potential level of consumer interest in the Kazoo3D
proposition and the effectiveness of the internet as a distribution channel to
consumers for Kazoo3D products in the context of the developing digital
imaging market. Following the results of this independent market review, the
Board announced on 26 January 2001 that it was reviewing all strategic options
in relation to the Company. The Board also announced that it was taking action
to minimise operating costs and overheads.

After examining a number of options, the Board concluded that it would be in
the best interests of the Company and the Shareholders to acquire ZOO Media
Corporation. The Directors believe that the Acquisition will allow
Shareholders to participate in a fast growing digital media business run by an
experienced management team. The inclusion of the Kazoo technology within
ZOO's tool set of digital applications should allow the Kazoo technology to be
developed and commercialised as part of a wider and proven business model.

Information on ZOO Media Corporation

ZOO Media Corporation is a digital media developer and solutions provider. Ian
Stewart established ZOO in Sheffield in October 1999, in response to the
growing demand for end to end digital media solutions from medium to large
companies.

ZOO Media Corporation provides corporate clients with fast, effective and
innovative solutions that address their digital media needs using multiple
delivery channels, including fixed internet, mobile internet and, in the near
future, domestic broadband TV.

ZOO Media Corporation offers digital solutions through four distinct and
inter-related disciplines - marketing, creative, publishing and technology -
allowing ZOO to provide a comprehensive end to end service to its clients.
ZOO's solutions can be designed to embody in full the appearance and
attributes of the client's own brand and business.

ZOO Media Corporation seeks to generate revenues through:

  * the creation and licensing of ZOO owned applications and associated IP;
  * receiving payment for access to ZOO generated content;
  * the creation, hosting and maintenance of customer branded digital media
    content supported by ZOO's applications; and
  * the development of specific applications and digital media solutions for
    clients.

To date, ZOO Media Corporation has been funded by an investment of
approximately £2.2 million from Ian Stewart.

A high profile client base has been developed by focusing on the key digital
routes in the consumer supply chain, including fixed internet (AOL, Lycos,
Yahoo!), mobile internet (Motorola) and domestic broadband TV (Premium TV).
ZOO Media Corporation has also recently worked for Michelin, Loaded Magazine,
The Football League, The Rugby League World Cup, Sporting Life and Rugbee.com.

For the 53 week period from incorporation to 31 August 2000, ZOO made an
operating loss of approximately £1.74 million on turnover of approximately £
62,000. For the six month period to 28 February 2001, ZOO reported turnover of
approximately £536,000 and made an operating loss of approximately £373,000.

As at 28 February 2001, the net liabilities of ZOO were £708,000.

Trading since 28 February 2001 has been in line with the expectations of the
directors of ZOO Media Corporation. A number of contract negotiations are at
an advanced stage and prospects for the remainder of the current financial
year ending 31 August 2001 appear good.

ZOO's website is located at www.zoomediacorp.com.

Change of Name

The Directors believe that, in view of the change in focus of the Company's
activities, it is appropriate for the Company's name to be changed. A special
resolution will be proposed at an extraordinary general meeting proposing that
the Company's name be changed to ZOO Digital Group plc.

Board Changes

On completion of the Acquisition and in recognition of the new circumstances
of the Company, John Barnes will be appointed Non-Executive Chairman, Ian
Stewart will become Chief Executive Officer, Andrew Scrivener will become
Chief Operating Officer and Robert Deri will become Chief Financial Officer
and Company Secretary. Stuart Green will move from his present position of
Chief Executive Officer to Chief Technology Officer of the Company.
Christopher Honeyborne will remain as a Non-Executive Director.

Gordon Oliver, John Warden and Roy Abrams will resign as directors of the
Company following completion of the Acquisition.

Following completion of the Acquisition, the board of the Enlarged Group will
therefore be constituted as follows:

John Barnes, Non-Executive Chairman, aged 51

John has 30 years of general management experience in consumer oriented
businesses within Europe and the USA. John held roles with Procter & Gamble,
the International Playtex Company and Pepsico. Previously he was Managing
Director of Kentucky Fried Chicken (GB) Limited and of the UK rental and
retail division of Thorn EMI plc. John joined the new start-up company which
acquired the one Harry Ramsden's restaurant in 1988 as Executive Chairman and
led its flotation on the London Stock Exchange in 1989 and eventual sale to
Granada plc in November 1999. He is a Non-Executive Director of Yates Group
plc, Caffe Nero plc, Arena Leisure plc and Chairman of Galaxy105 FM Yorkshire
(part of the Chrysalis Group).

Ian Stewart, Chief Executive Officer, aged 47

Ian Stewart is the Executive Chairman and majority shareholder of ZOO Media
Corporation and has had responsibility for the strategic direction of ZOO
since founding it in October 1999. Ian founded Gremlin Interactive Limited, a
developer and publisher of computer games for consumers, in 1984 and grew that
company through organic growth and strategic acquisition until July 1997 when
it floated on the London Stock Exchange as Gremlin Group plc. Infogrames SA
acquired Gremlin Group plc for £25 million in May 1999.

Andrew Scrivener, Chief Operating Office, aged 41

Andrew Scrivener is currently the Managing Director of ZOO Media Corporation
and will become Chief Operating Officer of the Enlarged Group. Andrew was
previously Technical Director at Sears plc and was responsible for retail
design, surveying, engineering and procurement across 15 brands in European
and Middle Eastern territories.

Robert Deri, Chief Financial Officer, aged 38

Robert Deri joined ZOO Media Corporation in March 2001 as Finance Director. He
has responsibility for the financial information and systems of ZOO Media
Corporation. Until recently he was the Group Finance Director of Grattan Plc,
having joined them in 1998 and, prior to that, held senior positions at BT
Mobile, Colorvision PLC and The Burton Group plc. He qualified as a Chartered
Accountant with KPMG in 1987.

Dr Stuart Antony Green, Chief Technology Officer, aged 35

Stuart Green is currently the Chief Executive Officer of Kazoo3D and was
responsible for forming the Kazoo Technology Group within LightWork Design. He
has eleven years' experience of team building and executive management in the
software industry. He received a PhD in Computer Science from the University
of Bristol in 1989 for his research into computer systems for advanced
computer graphics.

Dr Christopher Henry Bruce Honeyborne, Non-Executive Director, aged 60

Christopher Honeyborne spent 24 years in banking, gaining experience in a
variety of roles with Lazard Brothers, Banque Paribas Group and Bank of N T
Butterfield & Son. Since then, he has held a number of high-profile
non-executive directorships, including Yorkshire Water plc and Gremlin Group
plc. His current non-executive directorships include Birse Group plc, Kunick
plc, Bede plc and BWD AIM VCT plc.

Terms of service of the Proposed Directors

With the exception of Dr Green and Dr Honeyborne, each of the Proposed
Directors has entered into a conditional agreement with the Company dated 23
April 2001. Dr Green entered into an executive service agreement and Dr
Honeyborne entered into a consultancy agreement on 8 March 2000. The principal
terms of these are as follows:
                                                    Salary/Fees
Proposed Director         Position                  (£ per annum)   Duration

John Barnes               Non-Executive Chairman    15,000          2 years
Ian Stewart               Chief Executive Officer   85,000          12 months
Robert Deri               Chief Financial Officer   85,000          12 months
Andrew Scrivener          Chief Operating Officer   85,000          12 months
Dr Stuart Green           Chief Technology Officer  85,000          12 months
Dr Christopher Honeyborne Non-Executive             12,000          12 months



The service agreements with the executive Proposed Directors allow for pension
contributions of five per cent. of gross salary to be made by the Company,
although currently there is no pension scheme in place. They also provide for
membership of the Company's medical care scheme for the executive Proposed
Director, his spouse and dependants, when introduced.

Results of Kazoo3D for the year ended 31 December 2000 and Current Trading

For the year ended 31 December 2000, Kazoo3D made a consolidated loss before
taxation of £4.6 million on negligible turnover. As at 31 December 2000, the
Kazoo3D Group had net assets of £6.7 million.

Since the year end, sales generated by Kazoo3D's website have continued to be
weak and the Board has taken action to reduce the Company's ongoing operating
costs and overheads.

It is expected that audited consolidated accounts for Kazoo3D will be posted
to Shareholders tomorrow.

Recommendation and Irrevocable Undertakings

The Board believes the Acquisition to be in the best interests of Kazoo3D and
its Shareholders. Accordingly, the Directors will unanimously recommend to the
Shareholders that they vote in favour of the resolutions, inter alia, to
effect the Acquisition, as the Directors, LightWork Design and the Founding
Shareholders have irrevocably undertaken to do in respect of their own
beneficial holdings which amount, in aggregate, to 45,333,824 Ordinary Shares,
representing approximately 76.3 per cent. of the Ordinary Shares.

Admission to AIM

Application will be made for the admission of the Enlarged Share Capital to
trading on AIM. Such application will be subject to approval of the
Acquisition at an extraordinary general meeting. It is expected that dealings
in the New Ordinary Shares will commence on 11 May 2001.

Shareholder Document

A circular setting out further details relating to, inter alia, the
Acquisition and the Rule 9 waiver is expected to be posted to Shareholders
tomorrow. Copies of the circular will be available at the offices of Arthur
Andersen Corporate Finance, 1 City Square, Leeds, LS1 2AL and Rowan Dartington
& Co Limited, Colston Tower, Colston Street, Bristol, BS1 4RD.

Enquiries:


Kazoo3D plc                                          Tel: [phone]
Gordon Oliver, Chairman

Stuart Green, Chief Executive Officer



The ZOO Media Corporation Limited                    Tel: [phone]
Ian Stewart



Arthur Andersen Corporate Finance                    Tel: [phone]
Philip Evans

Jim Whittaker



Rowan Dartington & Co Limited                        Tel: [phone]
Mike Coe


Hogarth Partnership Limited                          Tel: [phone]
James Longfield



Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is
authorised to carry on investment business by the Institute of Chartered
Accountants in England and Wales, and Rowan Dartington, which is a member of
the London Stock Exchange and is regulated by The Securities and Futures
Authority Limited, are acting solely for Kazoo3D and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than Kazoo3D for providing the protections afforded to clients of Arthur
Andersen and Rowan Dartington or for providing advice in relation to the
Acquisition.



                                  APPENDIX I

                                 DEFINITIONS

In this announcement, unless the context otherwise requires, the following
expressions shall bear the following meanings:


'Acquisition'  the proposed acquisition of the whole of the issued share
               capital of ZOO Media Corporation by Kazoo3D pursuant to the
               Acquisition Agreement

'Acquisition   the conditional agreement relating to the Acquisition between
Agreement'     (1) Ian Stewart, Susan Scrivener, Stephen Bailey, ZEST and
               Alchemy Capital Limited, (2) the Company and (3) Arthur Andersen
               Corporate Finance

'AIM'          the Alternative Investment Market of the London Stock Exchange

'AIM Rules'    the Alternative Investment Market rules published in February
               2001 by the London Stock Exchange

'AOL'          AOL (UK) Limited

'Arthur        Arthur Andersen Corporate Finance, a division of Arthur Andersen
Andersen
Corporate
Finance'

'Board' or     the directors of the Company
'Directors'

'City Code'    the City Code on Takeovers and Mergers

'Enlarged      the Kazoo3D Group as enlarged by the Acquisition
Group'

'Enlarged      the total issued ordinary share capital of the Enlarged Group
Share Capital'

'Founding      the founding shareholders of the Company, being R Gordon Oliver,
Shareholders'  Stuart Green, Mark Dalman, William Newall and Peter Kane

'Kazoo3D' or   Kazoo3D plc
'Company'

'Kazoo3D       the Company and its wholly owned subsidiary, Kazoo3D Inc.
Group'

'Kazoo3D Inc.' the USA based subsidiary of the Company

'LightWork     LightWork Design Limited
Design'

'Loaded        a magazine published by Emap plc
Magazine'

'London Stock  London Stock Exchange plc
Exchange'

'Lycos'        Lycos Europe GmbH

'Motorola'     Motorola Limited

'New Ordinary  the 79,830,937 new ordinary shares to be issued and credited as
Shares'        fully paid up pursuant to the Acquisition Agreement


'Ordinary        the existing 59,392,647 issued ordinary shares of 0.2p each in
Shares'          the

                 capital of the Company

'Panel'          the Panel on Takeovers and Mergers

'Premium TV'     Premium TV Limited

'Proposed        the directors who will comprise the board of the Enlarged
Directors'       Group on completion of the Acquisition

'Rowan           Rowan Dartington & Co Limited
Dartington'

'Rugbee.com'     Rugbee.com Limited

'Rugby League    Rugby League World Cup 2000 Limited
World Cup'

'Shareholders'   holders of Ordinary Shares

'Sporting Life'  PA Sporting Life Limited

'Yahoo!'         Yahoo UK Limited

'ZEST'           ZOO Employee Share Trust Limited

'ZOO Media       The ZOO Media Corporation Limited
Corporation'

or 'ZOO'

'ZOO             the holders of 10p ordinary shares in ZOO Media Corporation
Shareholders'


                                 APPENDIX II

                              GLOSSARY OF TERMS


'3D'          three dimensional

'3D Models'   virtual 3D images and objects created by Kazoo3D in the Kazoo
              Format

'broadband'   a high speed method of transmitting data, voice and video

'e-commerce'  commercial activities carried out through the internet, computer
              systems, digital television or WAP

'internet'    the global network of inter-connected computer systems providing
              an electronic medium over which to distribute and exchange
              information at high speed

'IP'          intellectual property, such as patents, designs and copyrights

'Kazoo        a secure, proprietary 3D format developed by Kazoo3D
Format'

'Kazoo        the proprietary technology devised by Kazoo3D which allows images
technology'   to be converted and securely stored in 3D format and that may be
              used to enhance visual communications

'WAP'         wireless applications protocol; enabling internet pages to be
              transmitted to mobile internet devices, such as mobile phones

'web          a company that operates an e-commerce website
merchant'

'website'     a location on the worldwide web, comprising one or more web pages
              of content, identified by a unique address and managed by an
              individual, corporation or other organisation

'www.kazoo3d.com' the website address of Kazoo3D which allows visitors to
acquire
              3D Models

'www.zoomediacorp.com' the website address of ZOO Media Corporation