EUR10million Equity Line Agreed

Embargoed Release: 11:00 23rd December    
2003                                     

                                  SOPHEON PLC                                  

                                  ('Sopheon')                                  

               DEFINITIVE AGREEMENT FOR €10,000,000 EQUITY LINE                

Sopheon announces that a definitive agreement has been concluded for a €10
million equity line of credit facility with GEM Global Yield Fund Limited ('GEM
Global'). The agreement, which takes the form of a Subscription and Share
Lending Agreement (the 'Agreement') is such that Sopheon may, solely at its own
option within the terms of the Agreement, require GEM Global to subscribe for
ordinary shares in Sopheon at a 10% discount to the average market bid price
for the 15 days preceding the issue of the shares, up to an aggregate value of
€10 million over the two-year term of the facility. GEM Global's obligation to
subscribe for shares will be subject to certain restrictions including the
prevailing trading volumes of Sopheon shares on the Euronext exchange. In all
other respects, Sopheon will retain control of the amount and timing of any
subscription under the Equity Line and will be under no obligation to use the
facility at any point throughout the term. Key terms of the facility are
attached.

Sopheon's Chairman, Barry Mence said:

'We are delighted to have formalised this flexible financing arrangement as we
move into 2004. Not only does it offer backup for our balance sheet, it gives
us additional funding alternatives if we find new business opportunities that
we think have exceptional potential to generate increased levels of value for
our clients, shareholders and employees.'

For further information contact:

Barry Mence, Chairman   Sopheon plc               Tel : + 44 (0) 1483 685735                       
Arif Karimjee, CFO                                                             
                                                                               
Adam Reynolds           Hansard Communications    Tel : + 44 (0) 207 2451100                      
Andrew Tan                                                                     
                                                  + 44 (0) 7957 203 685     
                                                                               
Barbara Jansen          Citigate First Financial  Tel : + 31 (0) 205 754 010

About GEM Group

GEM Group was founded in 1993 and is a US-based private equity group with
offices in New York, London and Beijing. GEM Group has completed over 130
transactions in 13 different countries. As a private investment group, GEM
Group specializes in quoted and unquoted investments. The scope of GEM Group's
activities is both US domestic and international and spans a diverse array of
industries and transactional structures. Each investment is typically made in
exchange for common or preferred equity. GEM Group often provides all funding
or serves as a lead investor.

About Sopheon

Sopheon (LSE:SPE) is an international provider of software and services.
Sopheon's Accolade® product development system automates, gate- or phase-based
product development (PD) processes and provides strategic decision support that
allows companies to improve innovation, cut product development spending waste
and shorten time to market. Sopheon's Monitor software operates as a 'reading
robot' that monitors, filters, analyses and pushes relevant content to
healthcare and engineering professionals to enable effective compliance with
protocols, standards and regulations. Sopheon is listed on the AIM market of
the London Stock Exchange and on the Euronext in the Netherlands. For more
information, please visit www.sopheon.com.

KEY TERMS OF EQUITY LINE FACILITY

Option to Subscribe

GEM Global has given Sopheon an option to require it to subscribe on certain
terms and conditions for Ordinary Shares at an aggregate subscription price of
up to ten million Euros (€10,000,000) over a two-year term ('the Commitment
Period') starting on December 23, 2003. Subject to the satisfaction or waiver
in writing by GEM Global of certain conditions, on any trading day during the
Commitment Period, Sopheon shall be entitled to issue a Subscription Notice to
GEM Global.

Subscription Notice

Each Subscription Notice shall specify the number of shares ('the Draw Down
Amount') that Sopheon wishes GEM Global to subscribe for, and the minimum
acceptable price per share ('the Floor Price') to be paid by GEM Global. In
addition, a designated officer of Sopheon shall certify that all conditions
precedent to the delivery of a Subscription Notice have been satisfied or
waived in writing by GEM Global. Such conditions include, but are not limited
to:

 a. the Company having obtained all necessary consents and approvals
    (including, for the avoidance of doubt, any necessary approvals as referred
    to above from Euronext and London Stock Exchange plc and shareholders of
    the Company) and such that the Draw Down Amount may be duly allotted and
    issued to the Purchaser;
   
 b. certain representations and warranties of the Company being true and
    correct in all respects reasonably considered by the Purchaser to be
    material;
   
 c. the Company having performed, satisfied and complied in all material
    respects with all covenants, agreements and conditions required by the
    Agreement;
   
 d. The issued Ordinary Shares not having been suspended or threatened to be
    suspended from dealing or listing by AIM or Euronext.
   
Closing Notice

The number of Ordinary Shares that Sopheon can specify as the Draw Down Amount,
and GEM Global's minimum investment obligation relating to that Draw Down
amount, are governed by parameters including the average daily trading volume
during the fifteen trading days immediately preceding the date of the relevant
Subscription Notice, and the comparative level of the Floor Price with the
closing market price on the Euronext during the Pricing Period. In addition,
GEM's investment obligation may be restricted if an event has occurred which
has a material adverse effect and such arises or occurs on any trading day
during any Pricing Period.

On the first trading day immediately following the Pricing Period, GEM Global
shall deliver to Sopheon a Closing Notice stating the exact number of Ordinary
Shares for which it is subscribing and the applicable price (the 'Subscription
Price' being 90% of the average of the closing sale prices during such the
Pricing Period, ignoring for the purposes of such calculation any day excluded
as a result of the Floor Price or a Material Adverse Event). Sopheon will then
issue the Ordinary Shares in return for cash equivalent to the Subscription
Price multiplied by the number of shares subscribed for. Announcement of each
placing of shares with GEM Global shall be made upon issue.

Using assumptions based on a current share price of €0.23, and the average
daily trading volume on Euronext for the 52 weeks to the end of November 2003
of 372,000, had Sopheon been in a position to issue GEM Global with
Subscription Notices on the same terms as those of the Agreement, a typical
Subscription Notice would have represented gross proceeds of up to €475,000.
Under the Agreement Sopheon may issue as many Subscription Notices as it may
elect during the Commitment Period, but, after delivery of a Subscription
Notice, it may not, without the prior consent of GEM Global, thereafter deliver
a further Subscription Notice until the expiry of the Pricing Period, being the
period of fifteen trading days following and excluding the date of the
applicable Subscription Notice.

Other Aspects

In order to satisfy certain technical requirements of the equity line
mechanism, Sopheon's Chairman Barry Mence has made 2,300,820 ordinary shares
(the 'Loan Shares') available for loan to GEM Global through Inkeberrow
Limited, a company in which his family trust is the major shareholder. These
shares will be deposited with an escrow agent and will be returned to Inkberrow
Limited at the end of the Commitment Period, or upon termination of the
Agreement if earlier. The initial transfer of Loan Shares to the escrow agent
and their ultimate return constitute a transfer of legal interest involving a
director and therefore fall to be disclosed under section 324 of The Companies
Act 1985. During the Commitment Period the escrow agent will administer any
transfers of the loan shares relating to the equity line arrangements and
Inkberrow Limited will remain a passive party in the process, with its total
beneficial interest effectively unaltered. Accordingly no announcement or
disclosure will be made relating to such transfers.

In the event that Sopheon (a) fails to issue the relevant number of Ordinary
Shares on the Closing Date; or (b) breaches any warranty, covenant, obligation,
or agreement made by the Company in the Agreement or any other document
contemplated by it, it shall indemnify GEM Global for all costs reasonably
incurred by the Purchaser, and all liabilities which GEM Global may incur to
any third party, arising as a result of such breach. This indemnity is without
prejudice to GEM Global's duty to mitigate its costs and liabilities.

A commitment fee of 1% of the total facility is payable by Sopheon to GEM
Investment Advisers Inc which shall accrue evenly over the two year term of the
Agreement. Sopheon shall reimburse GEM Global for its legal expenses properly
incurred in connection with the negotiation and execution of the Agreement, in
an amount not to exceed €20,000. Sopheon will also bear the costs of
transaction charges and escrow agent fees arising in connection with the
subscription for Ordinary Shares under the Agreement. Otherwise each of the
parties shall pay its own costs, fees and expenses incurred.

Certain holders of Sopheon's Convertible Loan Note including the board of
directors and members of senior management have undertaken to defer their
conversion rights until the Annual General Meeting expected to be held in June
2004, in order to make available the necessary Section 80 and Section 95
authorities for the board to issue shares to GEM Global.

GEM Global is not a U.S. Person and is subscribing for the Ordinary Shares
pursuant to, and subject to the terms and conditions of, this Agreement in
offshore transactions within the meaning of Regulation S under the US
Securities Act.