Second Round Funding

Brainspark PLC
22 May 2001


                                BRAINSPARK plc

               SMILE-ON COMPLETES SECOND ROUND OF FUNDING FROM

             THE BOOTS COMPANY, BRAINSPARK AND PRIVATE INVESTORS


London, May 22nd, 2001 - Brainspark plc, the incubator focused on investing
in, and developing technology and Internet-related businesses, today announced
the successful completion of a second round of funding for Smile-on Holdings
plc (www.smile-on.com), one of its partner companies.

Smile-on, the independent Internet education and online service for dental
professionals, has secured £1.05m of second round funding from The Boots
Company plc, Brainspark and private investors. Brainspark, which previously
provided seed investment of £400,000 for the company, has incubated Smile-on
since January 2000.

Smile-on, which provides the dental profession with access to information,
education and commercial services, will use the additional funding to fuel
business expansion and to meet the growing demand for e-learning. The company
also plans further to develop its partnerships, which currently include
organisations such as the British Dental Association.

Noam Tamir, CEO of Smile-on said:

' We are delighted to have closed this funding round, which we believe will
benefit both Smile-on and the dental profession. We are continuing to
experience tremendous growth and the new investment will help us meet the
needs of this emerging market. The Boots Company's investment signals to us a
validation of our team and of our commitment to raising the standards of
efficiency and information for the dental community.'

Stewart Dodd, CEO of Brainspark added:

'This is another piece of great news for Smile-on and for Brainspark. Noam and
his team have built a great offering and this funding round is evidence of the
value that has been created by their business. We look forward to Smile-on's
continued growth and innovation.'

Last month, another of Brainspark's investments, Metapack, completed its third
round of funding of £3.25m.


Enquiries:


Brainspark plc (020 7843 6600)

David Hart



Smile-on (020 7843 6832)

Paul Rogers


Citigate Dewe Rogerson (020 7638 9571)

Martin Jackson / Charles Vivian