RNS Number:0854Z
Jason Smith
24 July 2002



                                  Date of Disclosure    24.07.02

                    DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 
                       OF THE CITY CODE ON TAKEOVERS AND MERGERS

Date of dealing        24.07.02

Dealing in             MEZZANINE GROUP                   (name of company)

1)  Class of securities (eg ordinary shares)  ORD

2)  Amount bought                Amount sold             Price per unit

       25,000                                                 0.14

3)  Resultant total of the same class owned or controlled 
    (and percentage of class)   JASON SMITH     3.281%  1,775,000
                                RICHARD SHEA   10.295%  5,569,423
                                TOTAL          13.576%  7,344,423


4) Party making disclosure     JASON SMITH & RICHARD SHEA


5)  EITHER (a) Name of purchaser/vendor (Note 1)   JASON SMITH
    OR     (b) if dealing for discretionary client(s), name of fund 
               management organisation

6)  Reason for disclosure (Note 2)                                     
    (a) associate of (i) offeror (Note 3)                        NO
                    (ii) offeree company                         YES

Specify which category or categories of associate (1-8 overleaf) 

If category (8), explain

     (b)  Rule 8.3 (ie disclosure because of ownership or control of 1% 
          or more of the class of relevant securities dealt in)  YES

Signed, for and on behalf of the party named in (4) above  N/A  

(Also print name of signatory)     JASON SMITH

Telephone and extension number     07970 136202


Note 1.  Specify owner, not nominee or vehicle company.  If relevant, also 
         identify controller of owner, eg where an owner normally acts on 
         instructions of a controller

Note 2.  Disclosure might be made for more than one reason; if so, state all 
         reasons.

Note 3.  Specify which offeror if there is more than one.

Note 4.  When an arrangement exists with any offeror, with the offeree company 
         or which an associate of any offeror or of the offeree company 
         in relation to relevant securities, details of such arrangement must 
         be disclosed, as required by Note 6 on Rule 8

Note 5.  It may be necessary, particularly when disclosing derivative 
         transactions, to append a sheet to this disclosure form so that
         relevant information can be given.

Note 6.  In the case of an average price bargain, each underlying trade 
         should be disclosed.

For full details of disclosure requirements, see Rule 8 of the Code.  If in 
doubt, contact the Panel on Takeovers and Mergers, Tel No: 020 7382 9026




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