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May 31, 2001
Mindsurf Networks, Inc., to Acquire Discourse Technologies, Inc.
Leading K-12 Educational Wireless Provider Adds Real-Time Teaching and Assessment with Proven Results

MCLEAN - May 31, 2001 - Mindsurf Networks, Inc., a leading provider of wireless computing solutions for the K-12 market, today announced that it has reached a definitive agreement to acquire Discourse Technologies, Inc., the leading developer of groupware applications for the school market. The Discourse product suite is the only instructional software specifically designed to improve whole-class teaching and to provide real-time individual student assessment. Under the terms of the agreement and subject to customary closing conditions, Mindsurf Networks will acquire all the outstanding stock of Discourse.

The acquisition provides Mindsurf Networks with Discourse's powerful software and 10 years of experience and knowledge developing and deploying educational technology. The combination provides educators with the only real-time assessment technology in the market. Discourse also reinforces Mindsurf Networks' commitment to improving student achievement. Schools using Discourse have shown significant gains in school-wide achievement as measured by standardized tests.

"The Discourse product suite adds powerful teaching functions to the Mindsurf Networks solution," said Bruce Davis, CEO of Mindsurf Networks. "In conjunction with our wireless technology, teachers can now administer electronic curriculum and assessments to their students in a controlled and direct fashion. They will immediately know which students understand a concept and which students do not. That kind of real-time feedback leads to results."

With the integration of the Discourse software into the Mindsurf Networks solution, teachers will be able to follow all students' learning in real time and assess comprehension while teaching. As a result, they can instantly remediate, provide additional resources, and even track and score results. For example, a teacher conducting a lesson on metamorphosis can push a video clip from the Internet to all students, which they view on their individual handheld computers. The teacher can ask them questions and then watch their responses - student by student - on a PC. This software allows teachers unparalleled insight into each student's comprehension. Depending on the results, they can then offer up additional material to students individually, including worksheets, websites, and other media and quizzes, specific to each student's needs.

"Education administrators have been at the forefront of examining various solutions to the issues surrounding testing and comprehension. The combination of Mindsurf Networks' handheld wireless delivery and Discourse's software is a wonderful way to address these issues," said Dr. Patricia Harvey, Superintendent of St. Paul Public Schools, which has used Discourse for several years throughout the District and recently launched a Mindsurf Networks program at Wilson Middle School.

"We are excited to become a part of Mindsurf Networks," said Simmy Ziv-el, President of Discourse. "The Discourse approach to instructional software represents a true integration of technology into daily instruction. The Mindsurf Networks solution takes this paradigm to its next logical level for schools by enabling both distributed and one-to-one computing within a fully networked environment."

Mindsurf Networks delivers a wireless computing solution for K-12 educators and students that enables ubiquitous computing at very low cost. The company installs its software and systems within K-12 schools and places handheld computers in the hands of teachers, students and administrators. The Mindsurf Networks software provides teachers and students with a broad array of assessment and management programs, curriculum resources, and communications tools that provide immediate instructional benefit and value. Mindsurf Networks can be easily integrated with schools' existing technology and third-party content. Customers are supported by a strong team of education specialists who provide in-depth training and technical support.
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