ACS Option

Brainspark PLC 09 August 2005 FOR IMMEDIATE RELEASE 9 August 2005 BRAINSPARK PLC ('Brainspark' or the 'Company') Grant of call option over the Company's shares in Infusion 2002 Limited Further to the announcement on 3 August 2005, the Company announces that it has agreed pursuant to an agreement signed today ('the Call Option Agreement') to grant a call option (the 'Option') to AISoftware SpA ('AISoftware') over the entire issued share capital of its wholly owned subsidiary, Infusion 2002 Limited ('Infusion'). Infusion holds a 16.2 per cent. investment in Advanced Computer Systems SpA ('ACS'), an Italian based software company, which is held at a book value of £1.43 million. The exercise price of the Option is £1.43 million. The Call Option Agreement is subject to a number of conditions including a condition that, by 31 October 2005, Infusion will have no assets or liabilities other than its investment in ACS. Infusion will transfer its other assets to other members of the Company's group. The Company will provide an indemnity against any liabilities of Infusion. Pursuant to the Option, the Company will receive an initial non-refundable payment of £300,000 (the 'Initial Payment') which will be satisfied by the release by AISoftware and its group companies of all debts owed directly or indirectly by the Company and Infusion. A further payment of £1,130,000 (the 'Second Payment') is payable on exercise of the Option to be satisfied, subject to the consent of AISoftware's shareholders and appropriate provisions of the Italian Civil Code, by the issue of new ordinary shares in AISoftware. AISoftware is listed on the Nuovo Mercato of the Milan Stock Exchange. The Nuovo Mercato in Milan has broadly similar status to AIM in London. The Company may terminate the Option at any time prior to 31 July 2006 (when the Option would otherwise expire) provided it repays the Initial Payment, together with a further payment of £50,000. The Company has provided certain limited warranties to AISoftware. As Francesco Gardin is a director of the Company and AISoftware, the grant of the Option to AISoftware by the Company is to be treated as a related party transaction. The independent directors, having consulted the Company's nominated adviser, consider that the grant of the Option to AISoftware by the Company is fair and reasonable so far as shareholders are concerned. The independent directors believe that the Option enables the Company to discharge its entire indebtedness to AIS amounting to £300,000, as well as providing the potential for a more liquid investment or cash should the Option be exercised by AISoftware. ENDS Further information David Meacher, Brainspark PLC 020 7843 9838 Roland Cornish, Beaumont Cornish Limited 020 7628 3396 This information is provided by RNS The company news service from the London Stock Exchange AGRILFEETEIAIIE