Achieva - Press Release April 2, 2001

ACHIEVA ACQUIRES TESTTAKERS.COM

Acquisition solidifies Achieva College Prep Programs as category leader and extends product development capabilities.

SAN MATEO, Calif. - April 4, 2001 Achieva College Prep Programs (www.achieva.com), the leading comprehensive online college prep service for schools, today announced the acquisition of TestTakers.com (www.testtakers.com), the leader in online test preparation services. The acquisition marks consolidation in the online learning market, a category that is currently experiencing enormous momentum.

Achieva will use the acquisition to scale its popular test preparation services to reach nearly every school district in America, broaden its branded offerings, and increase its product development capabilities. The strategic acquisition underscores Achieva's belief that getting into college is a critical time in a person's life and every student deserves the tools to manage this process. The transaction was made for an undisclosed amount and is expected to close in Q2, 2001.

"Online learning and online college preparation is a trend that is exploding across the country," said Carlos Watson, CEO, Achieva. "There is a dilemma in America today. It's tough for students of all backgrounds to navigate the process of studying for, applying to and getting into college. We recognize this need and are committed to improving test scores and helping students manage the application process effectively. This acquisition is strategic because it combines the market-leading products of TestTakers.com with the brand equity, management team, and distribution reach of Achieva. We can now offer better products to more schools."

Achieva's online products for students currently include Study Skills, Test Preparation for the SAT, PSAT, ACT, and SAT-IIs, and College Planning™. The Testtakers acquisition will act as a cornerstone to continue building Achieva's offerings to school districts across the country to prepare students for college.

The Momentum of Online Learning
The online learning category is currently experiencing unprecedented momentum. Achieva, leading the category of online college prep programs in schools, has extended its penetration in top national school districts in the last year to more than 50 of the largest 250 school districts in America. Achieva's programs are used in Chicago, Miami, Washington DC, San Francisco, Detroit, and many other major school districts.

Regarding the acquisition, Michael Mo, TITLE, said, "This is a smart move for Achieva and continues their momentum in a really hot market. We expect to see further expansion from Achieva and unprecedented adoption from schools across the country over the next year."

About Achieva 's Products

Achieva offers students sixth - twelfth grade, through public school districts, three distinct programs:

1.) Study Skills: Achieva's revolutionary study skills program trains students in the critical areas of study skill development including: organization skills, maximizing classroom performance, note-taking, reading comprehension, writing composition, and test preparation. These skills will serve as the foundation for their high school academic experience and are considered requisite for any successful college career. Achieva has been able to raise students' study skills, on average, by 29%.

2.) Test Preparation Suite: Through the use of drills, strategy, and diagnostic tests, Achieva offers comprehensive 30-hour online programs to prepare students for the SAT, ACT, PSAT, SAT II Writing, SAT II Math 1-C and SAT Math 2-C. An outside evaluator, Q&A Research has recently concluded, "actual SAT scores were, on average, 104 points higher than pre-session scores using Achieva."

3.) College Planning: Achieva offers the only online college planning program that helps students navigate every step of the college admissions process from choosing colleges and summer internships to mastering the SAT and ACT and winning financial aid. Achieva's proven 9-step approach has resulted in 100% of its students being accepted to college.

About Achieva

Achieva is the leading comprehensive online college prep service for middle and high school students. Partnering with school districts across the nation, Achieva brings students from sixth to twelfth grade a comprehensive set of preparation tools they need to research, apply to and get into the colleges of their choice. Achieva 's online courses incorporate its proven college guidance approach combining study strategies and tools, admissions counseling, test preparation, and detailed scholarship, financial aid and college information. Achieva has strategic funding investments from J&W Seligman & Co. and Technology Crossover Ventures (TCV). Based in San Mateo, CA, Achieva is a privately held company and can be contacted at 1 (800) 566-5030 and at http://www.achieva.com.

About TestTakers.com

Based in Oakland, CA, TestTakers.com was the first company to offer comprehensive test preparation programs via the Internet. TestTakers.com is an acknowledged leader in teaching by objectives via the Internet. Based on proprietary test preparation methodologies continuously refined since 1985, the TestTakers program provided an average score improvement of 160 points on the SAT-I in 1998, one of the highest in the industry. TestTakers.com online programs combine interactive multimedia classes with thorough analysis of student learning patterns to provide courses that are engaging, effective, and customized to each student.

Press contact:
Laura Hyde
Laura.Hyde@achieva.com
650-357-6381