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BELLEVUE, Wash. May 13, 2003 — Apex Learning today announced that it has signed an agreement to acquire Beyond Books, a creator of online curriculum content. The acquisition of the suburban-Philadelphia-based company, which is subject to the satisfactory completion of due diligence and other customary closing conditions, will allow Apex Learning to extend its ClassTools™ product line to include online instructional content for middle school as well as high school students and increase its overall general studies offerings. Through a distribution agreement, Apex Learning immediately begins representing Beyond Books.

Beyond Books is a publisher of interactive, online curriculum for grades 6-12 in a variety of subjects including social studies, science, language arts and literature. Intended to support classroom instruction, the company's standards-aligned content includes original text materials complemented by audio recordings, video footage, online activities and resources. The Internet resources included in Beyond Books curriculum have been evaluated by educators for accuracy and grade-level appropriateness, allowing teachers to quickly and easily use the Internet to enrich classroom instruction. Launched in 1998, students in 48 states and 10 countries representing more than 2,500 schools have used Beyond Books programs.

"By joining forces with Beyond Books, Apex Learning is deepening its long-term commitment to publishing high quality online educational content," said Cheryl Vedoe, president and chief executive officer, Apex Learning. "Together, we will focus on developing comprehensive online curriculum so schools can cost-effectively provide their students with access to learning experiences that are relevant and raise student achievement."

A pioneer in online learning for high schools, Apex Learning is now in its fifth school year of delivering online courses and providing online classroom products to support teaching and learning.

"Beyond Books and Apex Learning share a vision of the way that high quality online content empowers students and teachers," said James S. Cassano, chief executive officer and founder of Beyond Books. "Our online secondary curriculum resources make it possible for teachers to easily integrate relevant Internet content that has already been evaluated into classroom instruction."

Virginia's Henrico County Public Schools uses Beyond Book's online educational content as part of its middle and high school laptop program, the "Teaching and Learning Initiative."

"Offering students excellent online content has been critical to the success of our laptop initiative," said Mark Edwards, superintendent, Henrico County Public Schools.

About Apex Learning

Apex Learning (www.apexlearning.com) publishes online learning products for secondary education. The company develops standards-based content to engage students, and teacher resources to assess student knowledge, assign appropriate learning activities and promote effective instruction. With Online Courses, ClassTools, Assessment Tools, and Exam Review, Apex Learning provides multiple approaches for integrating online learning into Advanced Placement*, general studies and foreign language curriculum.

For more information, press only: Lisa Wolfe, L. Wolfe Communications, 312-953-8085

*AP and Advanced Placement Program are registered trademarks of the College Entrance Examination Board, which was not involved in the production of, and does not endorse, this product.