In the Netherlands, BRAIN FORCE will take over VAI BV, the leading service provider for centralised IT management. BRAIN FORCE posses a unilateral call option on the purchase of at least 79 percent of the shares in VAI BV. With the takeover of VAI BV, BRAIN FORCE is aspiring for a 100% holing. The 21 percent of shares currently not contractually fixed are in an employee foundation. BRAIN FORCE can exercise the call option until by the end of August.

The solutions allow VAI's customers to reduce their support costs in day-to-day business by up to 60 percent. VAI reached a turnover of EUR 8.2 million in 2004. BRAIN FORCE will invest in establishing Europe-wide distribution system for products that have so far only been available in the Netherlands. It is expected that the turnover generated through these solutions will multiply within two years.

In Italy, the system vendor INDIS will be acquired. INDIS supports small and medium enterprises (SME) with its ERP solution VSpace. The company is a certified Microsoft partner and has extensive know-how in Microsoft Business Solutions Axapta. With more than 200 customers in its broad customer base, INDIS reached a turnover of about EUR 4 million last year.

In order to gain forceful access to the US market for the load-balancing product B-100, BRAIN FORCE will acquire 30 percent of shares in US sales partner Kemp Inc until the end of August. They, in return, acquire rights to use the source code at a sum of 900,000 dollars (around EUR 740,000). A binding LOI has been signed.

Together with displacing the provider FJH, as was already communicated on 21/06/05, for maintaining the inventory management system of BHW Leben in Hameln, the transactions will allow the turnover of the BRAIN FORCE group to increase by EUR 5.2 million in 2005. The expected increase in the operating result (EBITDA) is EUR 2.2 million. Expected for 2006 is a contribution to sales of EUR 17.3 million and an EBITDA of EUR 3.7 million. In addition, BRAIN FORCE expects significant synergy effects in the form of turnover increases and cost reductions that are not yet included in this calculation.