The Executive Board of BRAIN FORCE HOLDING AG hereby announces a further acceptance period for the voluntary, public barter offer to shareholders of Brain Force Financial Solutions AG, starting from 14th October 2005 until 21st October 2005 at 16.00 (central European summer time).

Share exchanges will be performed without delay for commitments registered by 10th October at 16.00 (central European summer time). Share exchanges for commitments received during the further acceptance period will not be performed until the further acceptance period stated above has elapsed. BRAIN FORCE HOLDING AG reserves the right to extend the acceptance period again.

When the binding commitments received to date have been processed, BRAIN FORCE HOLDING AG will have a 92.01% shareholding in Brain Force Financial Solutions AG.

This barter offer is aimed further exclusively at all shareholders of Brain Force Financial Solutions AG who did not acquire new shares admitted for quotation on the stock exchange from the capital increase of €1,500,000 (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 €4.00 (four euros) per 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 relevant announcement will be published in the Financial Times Deutschland on 13th October 2005.

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).