Acquisition - Replacement

Brainspark PLC
29 October 2002

                                 BRAINSPARK PLC

                                  ACQUISITION


The issuer has advised that the following amendments have been made to the
Acquisition announcement made on 29 October 2002 at 10.45 a.m..


In the second paragraph it states that 'The consideration has been satisfied by
the issue of 64,147,004 Brainspark shares at 4.25p each' and not '4.2p' as
previously stated.


In the eighth paragraph it states that 'GeoSim has proprietary technology for
automation of the production process of 3-D models as a product derived from
satellite, aerial and ground images' and not 'satellite and aerial images' as
previously stated.


In the ninth paragraph it states that 'Following completion of this acquisition
Brainspark will hold 20 per cent. of the issued share capital of Impression' and
not 'approximately 20 per cent.' as previously stated. In addition, in the same
paragraph, it states that 'Impression is involved in quantitative and
qualitative measurement of web site traffic' and not 'quantitive' as previously
stated.


In the tenth paragraph it states that 'Following completion of this acquisition
Brainspark will hold 35 per cent. of the issued share capital of Ludonet' and
not 'approximately 35 per cent.' as previously stated.


In the eleventh paragraph it states that 'Based on unaudited financial
information in the year ended 31 December 2001 SVG's portfolio of investments
had a book value of €2,116,000' and not '€1,587,000' as previously stated.


                                 BRAINSPARK PLC

                                  ACQUISITION


Brainspark PLC ('Brainspark' or the 'Company') announces today that it has
acquired a number of portfolio investments held by Infusion S.p.A. ('Infusion'),
the incubator of AISoftware S.p.A. ('AISoftware') - the controlling shareholder
of both Brainspark and Infusion. The transaction is a related party transaction
for the purposes of the AIM Rules.


Under the terms of the acquisition agreement between Brainspark (as buyer),
Infusion (as seller) and AISoftware (as guarantor), Brainspark has acquired the
entire share capital of Infusion 2002 Limited (a new company which holds certain
of the portfolio investments previously held by Infusion) for a consideration of
£5.05 million. The consideration has been satisfied by the issue of 64,147,004
Brainspark shares at 4.25p each (being the current market price) to Infusion
plus the payment of £2.32 million in cash, of which £1.32 million shall be
retained by Brainspark in satisfaction of the loans made by it to Infusion.


The portfolio of investments is made up of Advanced Computer Systems S.P.A.
('ACS'), GeoSim Systems Ltd ('GeoSim'), Impression S.P.A. ('Impression'),
Ludonet S.P.A. ('Ludonet') and San Vicente Group ('SVG'). Further details on
these companies are set out below.


The acquisition agreement contains a number of warranties in relation to the
historical performance of the investments and the obligations of Infusion are
guaranteed by AISoftware.


Francesco Gardin and Alberto Agosta are directors of all of Brainspark, Infusion
and AISoftware, which are related parties. The other directors of Brainspark
(being the independent directors) consider, having consulted with its nominated
adviser, Evolution Beeson Gregory, that the terms of the transaction are fair
and reasonable insofar as the holders of Brainspark shares are concerned.


Brainspark also announces that in the light of section 320 of the Companies Act
1985, Francesco Gardin resigned as a director of the Company effective
immediately prior to the acquisition but may rejoin the board at a later date.


Portfolio Companies


ACS


ACS is a private Italian company founded in 1979. ACS develops software and
advanced technology solutions in the field of Earth observation, large digital
archives and virtual reality. In the audited accounts for ACS for the year ended
31 December 2001 ACS reported turnover of €4,550,600 and a loss before interest
and tax of €366,500. Following completion of this acquisition Brainspark will
hold approximately 16.2 per cent. of the issued share capital of ACS.


GeoSim


GeoSim is a joint stock company incorporated in Israel in 1995. GeoSim creates
3-D models of actual cities and special areas of territory. GeoSim has
proprietary technology for automation of the production process of 3-D models as
a product derived from satellite, aerial and ground images. Under the terms of
the acquisition agreement, Brainspark is obliged to invest a further US$1.5m in
GeoSim, which will increase its interest in GeoSim to 38.46% of the fully
diluted share capital of that company. Based on audited financial information in
the year ended 31 December 2001 GeoSim recorded turnover of €49,000 and a loss
before interest and tax of €1,610,000. Following completion of this acquisition
Brainspark will hold approximately 30.4 per cent. of the fully diluted share
capital of GeoSim.


Impression


Impression is a joint stock company incorporated in Italy in February 2000.
Impression is involved in quantitative and qualitative measurement of web site
traffic. Impression has developed a software called 'Web Knowler', a tool
enabling in-depth analysis and providing an immediate evaluation of the site
profitability and of the marketing and promotional activities. Based on
unaudited financial information in the year ended 31 December 2001 Impression
recorded turnover of €50,000 and a net loss of €338,000. Following completion of
this acquisition Brainspark will hold 20 per cent. of the issued share capital
of Impression.


Ludonet


Ludonet is a joint stock company incorporated in Italy in 1995. Ludonet is
involved in the online edutainment business, developing and managing innovative
solutions to online games, virtual communities and e-learning. Based on
unaudited financial information in the year ended 31 December 2001 Ludonet
recorded turnover of €544,000 and a loss before interest and tax of €20,000.
Following completion of this acquisition Brainspark will hold 35 per cent. of
the issued share capital of Ludonet.


SVG


SVG was founded in 2000 in the USA and is a venture capital fund focused on
technology companies. Based on unaudited financial information in the year ended
31 December 2001 SVG's portfolio of investments had a book value of €2,116,000.
Following completion of this acquisition Brainspark will hold approximately 1.3
per cent. of the issued share capital of SVG.


29 October 2002


For further information please contact:

Brainspark PLC                                               0039 02280141
Alberto Agosta



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