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 
shares issued
Total holding
following
conversions
% of enlarged
issued share
capital
Francesco Gardin, Chairman 36,000,000 67,903,278  20.53
Alfredo Villa, Director 51,389,130   51,389,130 15.54
Dennis Bailey, proposed Director 10,869,565 10,869,565 3.29
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 
shares issued
Total holding
following
conversions
% of enlarged
issued share
capital
Luigi Fogliani 29,481,304 29,401,304 8.89
Cross Atlantic Partners Technology Fund LP - 33,916,050 10.26
* 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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