AGM, Board change, investment

Brainspark PLC
22 July 2005



FOR IMMEDIATE RELEASE                                              22 July 2005

                                 BRAINSPARK PLC

  Passing of resolutions at AGM, new director and undertakings to invest up to
                     £305,000 in convertible stock due 2006

AGM

Brainspark announces that all the resolutions put to members at the 2005 Annual
General Meeting on 22 July were passed.

NEW DIRECTOR

Immediately following the AGM, Mr. Alfredo Villa was invited to join the Board.
Mr. Villa, 44, has had a distinguished banking career in Switzerland and Italy.
He is presently based in Italy, where he is a board member and partner of
Gabbrielli & Associati, a financial consulting company based in Milan, and
Mediapolis SpA, an Italian based real estate company. Mr. Villa is also on the
Board of Oranco Inc., a NASDAQ OTC listed company.

Mr. Villa joins as a non-executive director. At present, no non-executive
director receives fees from the Company.

The information relating to Mr. Villa required under Rule 17 of the AIM Rules
and paragraph (f) of Schedule Two of those Rules is shown in the Schedule below

LOAN STOCK

The Company's Chairman, Professor Francesco Gardin, Mr. Villa, Luigi Fogliani (a
relative of Professor Gardin's wife) and certain others not connected with any
of them (the 'Investors') have agreed to invest up to £305,000 in interest free
convertible loan stock due 2006 (the 'Loan Stock'). The Loan Stock is
convertible at the option of the holder or the Company at the mean mid market
price for the ordinary shares of one penny each for the business days between 24
June 2005 (the date upon which the Investors first expressed interest in
investing) and 15 August 2005 (being a date sufficiently in the future to allow
the market to digest this announcement. If not converted by either holder or the
Company, the Loan Stock will be repaid by the Company on 31 March 2006. To the
extent that Investors have not already done so, funds will be provided to the
Company by 15 August 2005.

The funds raised by the issue of the Loan Stock will be used to meet the ongoing
working capital requirements of the Company and its investees.

AIM RULE 13

The Directors, other than Messrs Gardin and Villa, having consulted with the
Company's nominated adviser believe the terms of the Loan Stock are fair and
reasonable insofar as the shareholders are concerned.

Further information

Francesco Gardin, Brainspark PLC 00 39 0228 0141
Roland Cornish, Beaumont Cornish Limited 020 7628 3396




                                    SCHEDULE

                            AIM Rule 17 Information

Full name                             Alfredo Maria Villa
Date of birth                         25 May 1961
Present directorships                 Gabbrielli & Associates
                                      Mediapolis SpA
                                      Oranco Inc.
Past directorships                    Givigest Fiduciaria SA
                                      SCF SA
Unspent convictions                   None
Bankruptcies/IVAs                     None
Receiverships etc                     None
Liquidations                          None
Receiverships                         None
Public criticisms                     None






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