Conversion of Loan Stock

Brainspark PLC
03 January 2006


For immediate release                                             3 January 2006


                                 Brainspark plc
                        ('Brainspark' or the 'Company')
                            Conversion of Loan Stock

Further to the announcements made on 2 and 23 December 2005, Company has issued
and allotted a total of 138,423,912 new ordinary shares of 0.01p each ('new
ordinary shares') pursuant to exercise notices received in respect of the
£850,000 convertible loan stock .

The new ordinary shares will rank, pari passu, with the existing shares in issue
and application will be made for the new ordinary shares to be admitted to
trading on AIM. However, as announced on 2 December 2005, the new ordinary
shares are subject to twelve month 'lock in' arrangements.

The total number of ordinary shares in issue is now 330,697,003.

As a result, the following changes have occurred to the Directors' holdings:

                        New ordinary         Total holding       % of enlarged 
                        shares issued        following           issued share 
                                             conversions         capital

Francesco Gardin        36,000,000           67,903,278          20.53
Alfredo Villa           51,389,130           51,389,130          15.54
Dennis Bailey           10,869,565           10,869,565          3.29
(Proposed Director)     


In addition, the following changes have occurred to the holders of more than 3
per cent. of the Company's issued share capital:

                        New ordinary         Total holding       % of enlarged 
                        shares issued        following           issued share 
                                             conversions         capital

Luigi Fogliani          29,481,304           29,401,304          8.89

Cross Atlantic          -                    33,916,050          10.26
Partners Technology 
Fund LP*


* Mr Don Caldwell, a Director of Brainspark, is founder and Chairman of Cross
Atlantic.


ENDS


Further information

Francesco Gardin, Brainspark                       020 7843 9838
Roland Cornish, Beaumont Cornish Limited           020 7628 3396



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