Final Results

Manpower Software PLC
9 August 2001


                 Manpower Software plc (MSW or 'the Company')

PRELIMINARY ANNOUNCEMENT OF THE ANNUAL RESULTS FOR THE YEAR ENDED 31 MAY 2001

Set out below is the text of the preliminary announcement of the results of
the Company for the year ended 31 May 2001.


CHAIRMAN'S STATEMENT



Results

I am pleased to report an improvement in the trading results of Manpower
Software plc.  The Group made a loss for the year of £0.73 million (2000: £
2.79 million) from increased turnover of £2.77 million (up 72%) and reduced
costs of £3.5 million (down 20%).



In the first six months of the financial year the Company made a loss of £0.49
million on turnover of £1.09 million.  In the second six months the loss was
reduced to £0.24 million, based on a 54% increase in turnover to £1.68 million
and a 21% increase in total costs to £1.92 million.



The progression over the last four half-year trading periods has been as
follows:


                 HY ended        HY ended           HY ended           HY ended
              30 Nov 1999     31 May 2000        30 Nov 2000        31 May 2001
                    £'000           £'000              £'000              £'000
Turnover              747             864              1,090              1,680
Total costs         2,517           1,884              1,584              1,926
Loss                1,770           1,020                494                246



Costs in the half-years to 30 November 2000 and 31 May 2001 include £60,000
and £160,000 respectively relating to the costs and settlement, less insurance
proceeds, of a dispute over a software contract entered into during 1998.



Review

As I previously reported to you, in the financial year the Directors undertook
a major review of the Company's strategy and agreed a plan to target niche
market sectors in which the Company can take a leading position.  The Company
has made good progress in implementing this plan and the results are beginning
to come through.



The Company's product range has been extended, updated and re-launched,
focusing on the planning and control of an organisation's workforce.  The
range incorporates three core product types, each with applications and sales
potential across multiple business sectors.  WorkForce Planning puts people in
posts, intelligently allocating the best qualified staff by assessing their
competencies, availability, salary and training costs against the profile for
each role to be filled.  It is targeted at managing the assignments normally
lasting 1-6 months that are common in project, defence and shipping
environments.  Task Scheduler allocates staff to tasks.  Intended to control
the 1-12 hour assignments such as crew rostering common in many service
industries, it assesses suitability based on skills, shifts and hours worked.
Access Control, initially developed for the maritime market, permits or denies
people access to one or more physical zones, e.g. on a cruise ship, and also
generates accurate counts of people in each zone.  These core product types
are being customised and branded for specific target market sectors.



In the maritime sector, contracts have been secured with Royal Caribbean
Cruises, Sun Cruises (Airtours), P&O Princess Cruises and BP Shipping.  In the
defence sector, turnover is up 20% following a re-launch with updated
products.  The first sale into the commercial 'workforce planning' sector has
been made to Guinness UDV.



The consultancy division has had another good year in both turnover and
profit.



During the year, two fund raisings were completed.  The first, in August 2000,
was a placing which raised £496,000 before expenses.  The second, in April
2001, was a rights issue which raised £2.56 million before expenses and for
which a 100 per cent take up was procured.  The proceeds from these fund
raisings have been used to repay our bank overdraft and to strengthen the
capability of the Company in sales, marketing and implementation to exploit
the opportunities now open to it.



Costs increased by £0.34 million in the second half of 2001, reflecting a
planned investment in sales and delivery capability, as well as settlement of
the dispute.  Costs continue to be tightly controlled.



The restructuring of the Company's Board has continued and I have been pleased
to welcome John Archibald (Engineering Director, responsible for the
development, implementation and support of the Company's products) and Paul
Scandrett (Product Director, responsible for the strategic direction of the
Company's products, including specification and marketing) to the Board.



Dividend

The Directors do not propose payment of a dividend.



Outlook

The current year has started with a confirmed order book in excess of £1.5
million.


As part of the Company's strategy of taking the leading position in its sector
in the cruise industry, the Sales Director is establishing a sales and support
operation in Miami, the centre of the world cruise industry, to support
existing clients and to meet the objective of achieving further substantial
sales in this sector.



The defence sector is the Company's original market place and one in which
large opportunities still exist.  Recent success within the UK Ministry of
Defence and the continuing relationship with organisations such as NATO is
being utilised as a platform to re-launch the Company and its products within
defence.



Building on the first sale of the Workforce Planning product outside of
Defence and Maritime to Guinness UDV, the Company is undertaking a marketing
drive to build its presence in adjacent sectors.  These are markets that can
benefit from the product's capability to plan and control staff in changing
environments (e.g. project dominated organisations that rely on highly skilled
and trained staff).



We have a growing number of satisfied customers, well-designed effective
products, a high quality motivated work-force and tight cost control.  The
Company is making further investment in its sales force and marketing
capability and is also expanding its implementation resources.  This will lead
to a planned increase in total costs in the first half of the current year but
it is expected that this investment in the future will pay dividends in due
course.



Grant Thornton were the reporting accountants and worked closely with us and
our advisers on our recent successful rights issue.  The Board, therefore, has
decided to capitalise on the very considerable work that Grant Thornton did
during the rights issue by recommending to shareholders that they be appointed
as Auditors to the Company.  Grant Thornton has an international audit
practice and considerable expertise in providing services for small, public
companies.



Finally I would like again to thank all our employees for their long hours and
strenuous efforts and express my appreciation of the support and good
relationships we have with our customers and suppliers.



Ian Lang
CHAIRMAN



Date: 9 August 2001






                            MANPOWER SOFTWARE PLC
                     CONSOLIDATED PROFIT AND LOSS ACCOUNT
                        FOR THE YEAR ENDED 31 MAY 2001


                                                   Note        2001        2000
                                                                  £           £
Turnover

Continuing operations                                     2,769,667   1,611,619

Cost of sales
- third party costs                                        (573,271)   (242,310)
- selling and operational expenses                       (2,118,373) (2,976,234)

Gross profit/(loss)                                          78,023  (1,606,925)

Administrative expenses                                   (787,272)  (1,129,251)

Operating loss

Continuing operations                                     (709,249) (2,597,201)
Discontinued operations                                           -   (138,975)

                                                          (709,249) (2,736,176)



Interest receivable                                          1,745       1,375
Interest payable                                           (32,622)    (56,066)

Loss on ordinary activities before taxation               (740,126) (2,790,867)

Taxation                                                    (2,730)           -


Loss for the financial year after taxation                (742,856) (2,790,867)

Dividends                                                         -           -


Loss for the financial year transferred from              (742,856) (2,790,867)
reserves


Loss per share

Basic                                                       (5.1)p     (24.7)p


There were no recognised gains or losses during this year and last year other
than the result for the financial year.


                            MANPOWER SOFTWARE PLC
                          CONSOLIDATED BALANCE SHEET
                                AT 31 MAY 2001

                                         Note                   2001       2000
                                                        £          £          £
Fixed assets


Tangible fixed assets                                        186,461    165,814
Fixed asset investments                                            -          -

                                                             186,461    165,814
Current assets



Stocks                                                  -                     -
Debtors                                         1,188,093               623,555
Cash at bank and in hand                        1,318,260                   788
                                                2,506,353               624,343


Creditors: amounts falling due within          (1,087,837)           (1,073,524)
one year

Net current assets/(liabilities)                           1,418,516  (449,181)

Total assets less current liabilities                      1,604,977  (283,367)


Creditors: amounts falling due after
more than one year                                           (6,779)   (23,932)


Net assets/(liabilities)                                   1,598,198  (307,299)


Capital and reserves


Called up share capital                                    1,195,813    621,322
Share premium account                                      5,148,874  3,075,012
Profit and loss account                                   (4,746,489)(4,003,633)


Total equity shareholders' funds/                          1,598,198  (307,299)
(deficit)


                            MANPOWER SOFTWARE PLC
                       CONSOLIDATED CASH FLOW STATEMENT
                         FOR THE YEAR ENDED 31 MAY 2001


                                        Note                    2001       2000
                                                        £          £          £

Net cash outflow from operating          i.              (1,052,715) (1,457,459)
activities

Returns on investments and servicing
of finance



Interest received                                   1,745                 1,375
Interest paid                                    (26,952)               (45,529)
Interest element of finance lease                 (5,670)               (10,537)
payments
                                                            (30,877)    (54,691)

Taxation

UK corporation tax paid                                            -          -

Capital expenditure and financial
investment

Payments to acquire tangible fixed                          (66,962)   (34,861)
assets

Equity dividends paid                                              -          -

Cash outflow before financing                            (1,150,554) (1,547,011)

Financing


Issue of ordinary shares                        3,058,457             1,690,174
Expenses of share issue                          (410,104)             (240,012)
Capital element of finance leases                 (48,364)              (41,055)

                                                           2,599,989  1,409,107

Increase/(decrease) in cash in the      ii. &              1,449,435   (137,904)
year                                    iii.



                         MANPOWER SOFTWARE PLC
                NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
                     FOR THE YEAR ENDED 31 MAY 2001


i.    Reconciliation of operating loss to net cash flow        2001        2000
      from operating activities                                  £           £

      Operating loss                                       (709,249) (2,736,176)
      Depreciation and amortisation charges                  52,749      70,118
      Loss on disposal of fixed assets                        3,390      11,133
      (Increase)/decrease in debtors                      (564,538)     699,195
      Decrease in work in progress                                -     119,920
      Increase in creditors                                 164,893     378,351

      Net cash outflow from operating activities         (1,052,715) (1,457,459)


ii.   Reconciliation of net cash flow to movement              2001        2000
      in net (debt)/funds                                         £           £

      Increase/(decrease) in cash in the year             1,449,435    (137,904)
      Cash outflow from decrease in debt and finance         48,365      41,055
      leases

      Change in net debt resulting from cash flows        1,497,800    (96,849)
      New finance leases                                    (9,825)    (24,461)

      Movement in net funds/(debt) in the year            1,487,975   (121,310)
      Net debt at beginning of the year                   (210,255)    (88,945)

      Net funds/(debt) at end of the year                 1,277,720   (210,255)


iii.  Analysis of change in net funds/(debt)

                                                      At                     At
                                         1 June 2000     Cash flows 31 May 2001
                                                       £          £           £

      Cash at bank and in hand                       788  1,317,472   1,318,260
      Bank overdraft                           (131,963)  (131,963)           -
                                               (131,175)  1,449,435   1,318,260

      Finance leases                            (79,080)     38,540    (40,540)

      Total                                    (210,255)  1,487,975   1,277,720



                                   MANPOWER SOFTWARE PLC
                                    NOTES TO THE ACCOUNTS
                                 FOR THE YEAR ENDED 31 MAY 2001



1.    Basis of preparation. The financial information set out above does
not constitute statutory accounts within the meaning of Section 240 of the
Companies Act 1985.



The results for the year ended 31 May 2001 and the balance sheet at that date
have been extracted from the statutory accounts of the Group for that year,
upon which the Company's auditors, HLB Kidsons, have confirmed they will issue
an unqualified audit report under Section 235 of the Companies Act 1985.  The
accounts for the year ended 31 May 2001 will be filed with the Registrar of
Companies following the Annual General Meeting.  The financial information for
the year ended 31 May 2001 has been prepared on the basis of the accounting
policies set out in the accounts for the year ended 31 May 2000.



The comparative figures for the year ended 31 May 2000 have been extracted
from the statutory accounts of the Group for that year, filed with the
Registrar of Companies, which carried an unqualified audit report.



2.    Taxation



The tax charge for 2001 relates to a tax adjustment arising in the year ended
31 May 1997.



3.    Dividends



No dividends were paid or proposed during either 2001 or 2000.



4.    Loss per share


      The calculations of loss per share are based on the following results and
      numbers of shares:
                                                            2001           2000
                                                               £              £

      Loss for the financial year                      (742,856)    (2,790,867)

      Weighted average number of shares
                                                          Number        Number
                                                       of shares     of shares

      For basic earnings per share                    14,671,018    11,311,519


The options and warrants do not give rise to any material dilution.

A copy of the Annual Report and Accounts will be sent to all shareholders.  A
copy of this preliminary announcement is available from the Company's
registered office: 33 Bedford Place, London WC1B 5JU.