Related Party Transaction

Brainspark PLC
23 October 2003


                 Brainspark PLC ('Brainspark' or the 'Company')
                                        
                            Related Party Transaction


As announced in its interim results for the period ended 30 June 2003, in order
to improve the cash position of the Company, Brainspark entered into a loan
agreement with one of its major shareholders, Cross Atlantic Capital Partners
('Cross Atlantic') on 6 June 2003. Under the agreement Cross Atlantic has
provided Brainspark with a £200,000 loan, secured by some Brainspark portfolio
assets. Brainspark has now been advised that, as Cross Atlantic is a major
shareholder of Brainspark, this transaction is a related party transaction for
the purposes of the AIM Rules. Don Caldwell, a director of Brainspark, is
Chairman and Chief Executive of Cross Atlantic.


The independent directors of Brainspark consider, having consulted with the
Company's nominated adviser, Evolution Beeson Gregory, that the terms of the
transaction are fair and reasonable insofar as the shareholders of Brainspark
are concerned.


23 October 2003






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