Follow-on Investment, etc

Brainspark PLC
2 May 2000


                                 BRAINSPARK PLC

Brainspark, the incubator business focused on germinating and developing
Internet related businesses, today announces that two of its partner companies
have completed follow on funding.  Brainspark is also pleased to announce that
it has invested in two further partner companies.

METAPACK RECEIVES FOLLOW-ON INVESTMENT

Metapack, one of Brainspark's incubated companies, has received follow-up
finance.

Brainspark, Cross Atlantic Technology Fund and WPP have contributed £2.6
million to fund the continuing development of the Metapack partner network 
and technology solution.

Metapack offers a complete, end-to-end fulfilment solution for e-tailers.
Fulfilment is the physical delivery of goods between suppliers and to the 
door of end consumers. Potential customers range from start up companies
developing a supply chain strategy to established retailers breaking into the 
economic environment.

Metapack provides the technology solution and logistics and supply chain
expertise to deliver a robust, rapidly deployable fulfilment process for its
clients. Metapack's partners provide all warehousing, delivery and call 
centre capability, elements that Metapack selects in order to optimise the 
e-tailers fulfilment process. Metapack distinguishes itself from traditional 
warehouse owners by providing customer led solutions not asset-based
solutions.

Metapack's technology solution is a modular, scalable architecture using best
in class middleware with added value in-house technology.

Metapack gives clients access to their extensive partner network, and 
provides the technological infrastructure to deliver a seamless fulfilment
process.

Metapack is well positioned to take advantage of large growth in the online
fulfilment market. UK online spending on goods and services was worth
approximately £3.5 billion in 1999, and is projected to grow to £9.5 billion 
by 2001. Fulfilment forms 14% of the value of its market.

Michael Hall, Metapack's Co-Founder and Joint Managing Director, said:

'Established retailers have invested billions of dollars in building their
brands and need to protect their brand equity as they move online. Metapack's
partnership business model and real-time system links ensure that their
fulfilment matches their brand promise.'

PETSPARK.COM RECEIVES SIGNIFICANT FUNDING

Pets.com has made a significant investment (consisting of a mixture of cash
and strategic support, valued at an amount of $7million) into Petspark.com.
Pets.com is a leading US online retailer of pet products, information and
services.

Petspark.com, one of Brainspark's incubated companies, offers pet owners a
range of pet-related services including a selection of pet products, expert 
advice from veterinarians and animal behaviourists and a growing online
community of pet owners. In addition, the web site features a cast of lively
cartoon characters, games and childrens' learning activities.

The UK pet industry is worth $3.4 billion and is the largest in Europe.  
There are over 52 million pets in the UK, with over half of all households
owning a pet. The UK offers great opportunities for online pet retailers since
the bricks and mortar pet retailers are very fragmented, with no one chain
owning more than 11% of the market.

Nicholas Barnard, CEO of Petspark.com, said:

'Our strategic alliance with Pets.com will be important in helping establish
Petspark.com as a UK online pet leader. Pets.com share our passion for great
customer service and this investment will help us develop our brand in the UK
and Europe.'

Stewart Dodd, CEO of Brainspark commented:

'This is great news for Brainspark. These follow-on investments in both
Metapack and Petspark are a strong affirmation of the approach that we have 
adopted in Brainspark to selecting quality projects for incubation and to
bringing those projects rapidly to market.'


NEW INVESTMENT IN iPROX

iProx delivers innovative consumer services based around the location and
proximity of mobile telephone users. Applications are both social, eg group 
or family contact, and commercial, including advertising, coupons and special
offers for services and products, from providers in the users' current
vicinity. Taking advantage of the convergence of Internet and mobile 
technology, iProx will be working with major mobile network operators,
retailers and location providers.

Brainspark has invested $1 million dollars in iProx which will be incubated 
in its London offices. 

Seff Khan, iProx CEO, explains:

'We will deliver a new consumer experience where people will be able to, for
example, use their mobile phones to locate their friends and, using
intelligent profiling tools, be offered relevant products and services by
retailers.'

Commenting on iProx's choice of Brainspark as its incubator, Seff Khan said:

'We chose Brainspark as our incubator because of its flexibility and
understanding of technology. We were impressed by Noah Freedman's
(Brainspark's CTO) attitude and belief in the concept and vision. Noah and the
rest of the Brainspark team, have a strong understanding of the marketplace 
and the technological challenges involved.'

Stewart Dodd, CEO of Brainspark commented on the iProx investment:

'iProx is very well positioned to take advantage of this emerging technology.
We are excited about iProx's business offering and of the benefits for our 
other incubated companies of having iProx as one of our partners.'


NEW INVESTMENT IN KERB

Kerb (www.kerb.co.uk), winners of various major industry design awards
(including a Design Week Award and the Yell Award for best use of e-commerce),
are a New Media Creative Agency based in Brighton consisting of 12 people, 
and have built a reputation for producing high quality, funky, cutting edge
Internet sites, CD-Roms, and web-based games for clients.

These UK clients include Pepsi, Electronic Arts, Mathmos, Scottish Telecom,
EMI, the Mean Fiddler and Petspark.com (one of Brainspark's incubated
companies). Kerb also have clients in Switzerland, Japan, and Hong Kong.

Brainspark has invested £500,000 into Kerb for a share of the equity. Along
with iProx, this takes the number of companies incubated by Brainspark to
eleven.

Stewart Dodd, Brainspark's Chief Executive, said:

'We have been talking to Kerb for a long time about being incubated by
Brainspark. Kerb is one of the most innovative companies of its type in the 
UK and not surprisingly they are attracting some high-profile clients. Kerb is
made up of some very talented individuals who are breaking new boundaries in 
web design. Brainspark will be working together with Kerb to foster further 
growth and diversification into new design technologies.'

Jim McNiven, Kerb's 'Chief Monkey', commented:

'We are very excited about our partnership with Brainspark, this is not
something we have rushed into. We have had a number of approaches from other
companies both from the UK and the US wanting to make an investment in Kerb 
but we have always resisted because we didn t feel that they understood our 
ethos. For us it was much more important that we found a partner who could
bring more than just cash. The Brainspark set-up, its management team and
holistic approach has impressed us and will enable us to accelerate our rate
of development and Kerb's current move into the digital TV market.'

Enquiries:

Brainspark (020 7843 6600)
Stewart Dodd
David Hart

iProx (020 7843 6600)
Seff Khan

Kerb (01273 243333)
Jim McNiven

Petspark.com (020 7843 6600)
Nicholas Barnard

Metapack (020 7843 6725)
Michael Hall

Citigate Dewe Rogerson  (020 7638 9571)
Martin Jackson
Charles Vivian