The Executive Board of BRAIN FORCE HOLDING AG hereby announces that the acceptance period for a voluntary, public barter offer to shareholders of Brain Force Financial Solutions AG began today (23rd August 2005).

The barter offer is aimed at shareholders of Brain Force Financial Solutions AG who did not acquire new shares quoted on the stock exchange from the capital increase of €1,500,000.00 (decided by Brain Force Financial Solutions AG in March 2005 and performed in July 2005) at an issue price of €1.00 per share ("New Shares").

For every (one) New Share in Brain Force Financial Solutions AG (ISIN DE000A0D66R9 / WKN A0D66R), one share in BRAIN FORCE HOLDING AG (ISIN AT0000820659 / WKN 919331) will be offered for exchange, subject to an additional cash payment of €0.50 (in words: fifty euro cents) per share.

In the event that on the last day of the acceptance period, the final price of BRAIN FORCE HOLDING AG shares according to the Xetra electronic trading system of the Frankfurt Stock Exchange is less than €4.00, shareholders who took up the barter offer will be additionally refunded the difference between €4.00 and the final share price in cash. In respect of the New Shares issued at the price of €1.00, shareholders accepting the offer will therefore receive consideration of at least €4.50 per New Share.

The shares in BRAIN FORCE HOLDING AG offered for exchange will be issued either completely from the holding of own shares, or partly from this source and partly from a share loan. The shares are thus already admitted to trading on the Regulated Market and a section of the Regulated Market with additional permission requirements (Prime Standard) on the Frankfurt Stock Exchange as well as the Prime Market segment (official trading) on the Vienna Stock Exchange.

The acceptance period for the barter offer begins on 23rd of August 2005 and ends on 19th September 2005 at 16.00 (central European summer time). The share exchange will not take place before the expiry of the stated acceptance period. BRAIN FORCE HOLDING AG reserves the right to extend the acceptance period.

The relevant announcement will be published tomorrow in the Financial Times Deutschland.

Full details of this exclusive barter offer will be sent to interested shareholders of Brain Force Financial Solutions AG who request information by telephone (+43/1/2630909-12). With immediate effect, details can also be downloaded from the home page of BRAIN FORCE HOLDING AG (www.brainforce.com, click on Investors and from the home page of VEM Aktienbank AG www.vem-aktienbank.de.