SMARTHINKING Closes $5 Million Series A Financing

“This new financing allows us to capitalize on our first-mover acceptance as

the de facto provider of high-quality online student support,” said Chris

Gergen, SMARTHINKING co-founder and CEO. “With this investment, we can

continue to improve and innovate, and we are delighted to be able to do this

with such a highly regarded investment team,” added Burck Smith,

SMARTHINKING co-founder and President.

Currently serving over 50 colleges and universities, SMARTHINKING will use

the monies raised for technology enhancement and greatly expanded sales and

marketing initiatives.

“When we invest in education companies we look for businesses that make

creative use of technology and appreciate the importance of the human

element in the learning process,” said Tom Flood, CEO of Collier

Investments. “While it has been widely reported that the United States is

facing an impending teacher shortage, in many respects we believe this is

largely a distribution problem. SMARTHINKING is using technology in a

common sense way to bring highly trained educators and students together and

to make online individualized tutoring convenient and affordable for

thousands of students in colleges and universities.”

“The increasingly competitive education market is aggressively pursuing

strategies to attract and retain students,” said Gina Dubbe’, Managing

Partner of Walker Investment Funds. “We see SMARTHINKING’s learning support

venture as a great foundation from which to build a high growth diversified

business. The company has executed with great success, and we are delighted

to be working with them again.”

Paul Stephens of Robertson Stephens Investment Management, Gordon Macklin,

former President of the National Association of Securities Dealers, Inc.

(NASDAQ) and former Chairman of Hambrecht & Quist Group (H&Q), Frank Bonsal

of New Enterprise Associates, and Joseph Hardiman, former President of

NASDAQ and partner of Alex Brown, also participated in the round as

individual investors.

The successful completion of this round of financing follows other

significant developments for SMARTHINKING:

• The formation of new business partnerships with Blackboard Inc.,

  Mascot Network Inc., Digital Learning Interactive and Public Broadcasting

  System which increased SMARTHINKING’s exposure to over four million

  higher-education students. These partnerships are in addition to agreements

  with Houghton Mifflin, Thomson Learning, and Pearson Education to co-market

  SMARTHINKING services with over 3 million textbooks this year.

• The launch of over 50 institutional clients including the California

  Virtual College-Region 4, Harcourt University, University of Maryland

  Athletics Program, and Education Management Corporation – the parent company

  of 23 art institutes nationwide.

• Its selection as a preferred provider of online tutoring services

  for the Foundation for California Community Colleges’ (FCCC) Higher

  Education Cooperative Purchasing Consortium (HECPC). The HECPC is the

  country’s largest higher education purchasing consortium and represents the

  California Community College System, the University of California System,

  and more than 1,500 other member colleges throughout the United States.

• The launch of a new site with expanded course options for students.

  The enhanced SMARTHINKING service features a redesigned, more easily

  navigable website; an entirely new user-interface; real time support in

  grammar, mathematics, economics, accounting, statistics and psychology; and

  an Online Writing Lab for all courses.

About Collier Investments

Collier Investments, Ltd. is a private investment company based in Naples,

Florida. Collier has investments in a number of educational technology

companies, including Carnegie Learning, Inc., an educational software

company based in Pittsburgh.

About Steve Walker Associates

Steve Walker & Associates (SWA) helps emerging companies grow and thrive in

today’s rapidly changing environment through the unique combination of seed

capital and business consulting services. SWA’s Walker Investment Funds

invest seed and early-stage money in software and Internet-based technology

companies with a sound business concept coupled with leading-edge

technology. SWA can be found online at www.stevewalker.com.

About Calvert Ventures

Calvert Group is one of the largest mutual fund complexes in the Washington

D.C. area with approximately $6.7 billion in assets under management among

approximately 25 mutual fund portfolios. Best known for its family of

socially responsible mutual funds, Calvert Group has a full line of funds

that allows individual and institutional investors to pursue a broad range

of investment objectives within a single fund family. Through its private

equity program Calvert invests in early-to-expansion stage private companies

with innovative, “solutions-oriented” products and services in education,

health, and the environment.

About SMARTHINKING

SMARTHINKING (www.smarthinking.com), a Washington, DC-based company,

provides around-the-clock, person-to-person online tutoring and academic

assistance for core courses and skills through the use of cutting-edge

technologies. Carefully screened and rigorously trained e-structors(tm)

currently offer real-time support in mathematics, economics, accounting,

statistics and psychology. SMARTHINKING also offers an Online Writing Lab

for all courses, Grammar and Brainstorming Help Desks, and independent study

resources. SMARTHINKING currently serves over 50 colleges and universities

across the nation.

Contact Info:

Andrea Fuller

SMARTHINKING

(202) 543-5034 x 206

afuller@SMARTHINKING.com