09:20     RICHE M-MEDIA<00764> - Announcement (2)                             

    as the sole and exclusive provider of promotion and introduction          
    services to customers of the Vessel and the provider of Rolling and       
    Settlement services.                                                      
                                                                              
    In consideration for the services to be provided by Best Winning, Best    
    Winning shall be entitled to receive (i) the Management Fee; and (ii)     
    40% of the monthly profit of the Casino (the net win of the Casino after  
    deducting the Management Fee, rental of the Casino and other operating    
    expenses).                                                                
                                                                              
    The Company understands that the legally binding memorandum of            
    understanding signed between Leadfirst and the operator of the Casino is  
    for a term of 3 years with an option to renew for another 3 years. The    
    Sub-Marketing Agreement is for a similar term with an option to renew.    
                                                                              
    The Sub-Marketing Agreement is terminable by Best Winning by giving nine  
    month's notice in writing to Leadfirst. In the event that the             
    appointment of Leadfirst by the operator of the Casino be terminated or   
    expired without renewal, the Sub-Marketing Agreement will also            
    automatically terminate. Pursuant to the S&P Agreement, Leadfirst and     
    Mr. Ki will indemnify Dragon Leader for any losses in the event that the  
    appointment of Leadfirst by the operator of the Casino is terminated      
    prior to the term of the Sub-Marketing Agreement.                         
                                                                              
    Conflict of Interest                                                      
                                                                              
    As announced by Guo Xin Group Limited on 20th December, 2004, Mr. Ki is   
    already providing similar rolling and settlement services to the vessel   
    Omar III. The Company was also aware that Mr. Ki was the vendor in that   
    transaction but had no details of the level of business procured by him   
    save as those figures announced by Guo Xin Group Limited on 20th          
    December, 2004. However, the Board does not believe that there is a       
    conflict of interest issue as the Omar III and the Radisson Diamond each  
    target different types of players although an overlapping of players may  
    occur. Furthermore, with respect to future opportunities, Mr. Ki has      
    given a first right of refusal to the Company on any future gaming and    
    entertainment projects.                                                   
                                                                              
    Miscellaneous                                                             
                                                                              
    The Board wishes to emphasise that the S&P Agreement is conditional on    
    various conditions (including a due diligence by the Company) having      
    been met or waived. The transaction contemplated by the S&P Agreement     
    and its ancillary documents are also subject to Shareholders' approval.   
                                                                              
    The transaction therefore may or may not proceed and Shareholders are     
    therefore advised to exercise caution when trading in the Shares.         
                                                                              
                                                                              
                                                                              
    By Order of the Board                                                     
    Riche Multi-Media Holdings Limited                                        
    Heung Wah Keung                                                           
    Chairman                                                                  
                                                                              
    Hong Kong, 26th April, 2005                                               
                                                                              
    As at the date of this announcement the executive directors of the        
    Company are Mr. Heung Wah Keung, Ms. Chen Ming Yin, Tiffany and Mr. Lei   
    Hong Wai and the independent non-executive directors of the Company are   
    Mr. Lien Wai Hung, Mr. Tang Chak Lam, Gilbert and Mr. Ho Wai Chi, Paul.