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NATURAL CHILD CARE EXECUTES TWO LETTERS OF INTENT

 ARMONK, N.Y., March 16 /PRNewswire/ -- Natural Child Care, Inc. (NASDAQ: NACC) today announced that, in connection with its previously announced plans to reorganize and restructure the company, it had executed two letters of intent with two private companies which will result in the company changing the focus of its business to the area of operations of such entities. The reorganization contemplates that the company will form a new Delaware wholly owned subsidiary to which the company will transfer the Natural Child Care product line and all related assets, a certain amount of cash and receivables and 336,000 shares of the company's common stock currently held in the treasury. Natural Child Care would be left with $1 million in cash and its NASDAQ listing.
 The first letter of intent is with Winners All Ltd., a privately owned British corporation, under which Natural Child Care is to issue a controlling number of its shares of common stock for all of the stock of Winners All. Winners All recently acquired the world wide rights, outside of the United States, to the U C'N WIN point-of-purchase full color, interactive, video marketing and promotion system for in-store marketing and advertising of merchandise. The system allows customers to win merchandise, prizes, cash, free product or coupons based on the use of a free access card passed through a card reader in the machine which sets in motion colorful video reels on a screen which lock in a final position resulting in voice and music announcements of what the customer has won. The developer of the machine is test marketing it in the United States at the present time. In addition to these rights, Winners All has agreed to arrange for a private placement of a minimum of 1 million of its shares at $1.50 per share to a maximum of 1 million shares at $1.50 per share to raise from $750,000 to $1,500,000 and to have valid orders for at least 1,000 of the machines at the time of closing on the transaction. Natural Child Care will change its name to Winners All upon completion of the transaction.
 The second letter of intent is with Complesports, Inc., a privately owned Long Island, New York company which owns and operates an indoor family amusement center in Nesconset, Long Island, New York known as Spaceplex incorporating games, rides and attractions. The letter calls for the combination of the newly formed Delaware subsidiary and Complesports and the issuance upon such combination to Natural Child Care stockholders of the approximately 3,500,000 shares of common stock of the new subsidiary received by Natural Child Care in the formation of the subsidiary so that it will become a public company. The subsidiary will issue to the former Complesports stockholders approximately 6,500,000 shares of common stock, depending on Complesports' net earnings and net worth at Dec. 31, 1992.
 As a result of these transactions, the company also is actively negotiating with a buyer to sell its Natural Child Care product line and related assets. Until sold, the company will continue to attempt to market and sell the products it has developed. Any proceeds received from such sale will remain with the subsidiary.
 Both transactions are subject to, among other things, execution of definitive agreements, completion of due diligence by all parties, compliance with Federal securities laws in connection with the distribution of the subsidiary's shares and certain other matters. Shareholders of Natural Child Care will also be asked to approve a change of corporate name, authorization of additional shares of common stock to be issued to the shareholders of Winners All and transfer of the assets to the new subsidiary and issuance of the subsidiary's shares to the Natural Child Care shareholders.
 In announcing the intended transaction with Winners All and Complesports and the intended sale of the Natural Child Care product line and related assets, Mr. Jules Zimmerman, chairman of Natural Child Care, stated, "The board of directors has determined that the cash available to the company would not have been sufficient to completely and aggressively pursue the marketing and sale of our newly developed product line in light of market conditions. Rather than entirely deplete those funds with no assurance of success and possibly be forced to sell the company or the product line for a fraction of what it might be worth, we determined to act now to protect shareholder value. We believe these transactions offer a better chance to improve that shareholder value with a two pronged approach to the restructuring. Natural Child Care presented an attractive vehicle for Winners All, as a privately owned British company, to become a publicly owned NASDAQ listed entity in the United States without the substantial expense normally associated with a public offering. By having an ownership position in Winners All through their Natural Child Care stock, our stockholders should be able to participate in the growth of this exciting new product. Complesports presented us with the opportunity for our shareholders to participate in the growing family entertainment market with an established company and allows Complesports' shareholders to participate in a public company with some liquid assets to be used for growth and securities of Natural Child Care offering possible material future realizable value in such shares."
 -0- 3/16/93
 /CONTACT: Jules Zimmerman, chairman of the board of Natural Child Care Inc., 212-355-0333/
 (NACC)


CO: Natural Child Care, Inc. ST: New York IN: SU: TNM

AH-OS -- NY033 -- 6557 03/16/93 12:29 EST
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Date:Mar 16, 1993
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