University of Dayton’s School of Education Awards Graduate Credit For New Distance Learning Program

October 30, 2001

E-learning solutions provider and distance learning leader, Compass Knowledge Holdings, Inc. (OTC Bulletin Board: CKNO – news), announced that its “Requisites of a Leader” distance learning program (“ROL Program”), provided by its subsidiary, the Educators’ Learning Network (eLNet), has been recognized by the University of Dayton as a program for which the University will allow graduate credits granted.

Teachers and administrators participating in the ROL Program can now receive graduate credits from the University of Dayton. “We’re impressed with the quality of the Requisites of a Leader program and are proud to add this new distance learning program and its content to the University’s School of Education offerings,” said C. Daniel Raisch, Ph.D., Associate Dean for Administration, School of Education. Professional educators seeking credit hours can now apply these transferable credits to Masters Programs for license renewals as well as graduate credits.

“The University of Dayton has done a lot of due diligence on both our content and unique distance learning delivery methods. After a department and faculty review, both teams are in agreement that this program can dramatically increase child learning through the knowledge of teachers and administrators,” said Larry Rowedder, CEO & President of eLNet.

The Dayton area public schools, through the Miami Valley Teachers Academy, has signed a contract with eLNet to receive multiple professional development programs, which are delivered to teachers and education professionals via the internet and satellite broadcasts. This is one of several school systems in Ohio to adopt the eLNet distance learning program, increasing the number of schools offering the program to over 220 statewide.

The Educators’ Learning Network focuses on career development and graduate degree programs for K-12 educational professionals and uses the latest distance learning and internet technology to deliver its flagship program, Requisites of a Leader, to over 650 schools nationwide. This three-year program focuses on leadership techniques from both the educational and corporate environments and often features guest appearances of executives from some of the nation’s most successful corporations.

About Compass Knowledge Holdings, Inc.

CKNO is a premier provider of distance education and e-learning solutions for working professionals in niche areas of the global distance learning marketplace. Through collaboration with fully accredited colleges and universities, the Company offers “knowledge that earns” through its divisions and subsidiaries that include the Educators’ Learning Network, Intelicus and CJ-Direct.

Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the ‘safe-harbor’ provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management’s current expectations orbeliefs as well as assumptions made by, and information currently available to management. A variety of factors could cause actual results to differ materially from those anticipated in Compass Knowledge’s forward-looking statements, including the following factors: market acceptance of these new products and services; the ability of Compass to effectively launch these new products in a timely and cost efficient manner; continued development of effective marketing, pricing and distribution strategies; Compass Knowledge’s operating results could be materially impaired if the revenue splits with its Knowledge Partners are deemed to be “incentive payments” under Title IV or Compass Knowledge becomes subject to burdensome government regulation and legal uncertainties; Compass Knowledge’s ability to attract new knowledge partners and alliances, and Compass Knowledge’s ability to manage its growth and to respond to rapid technological change; competitive pressures among distance education providers may increase significantly; costs or difficulties related to the integration of businesses, if any, acquired or that may be acquired by Compass Knowledge may be greater than expected; operating costs or customer loss and business disruption following future mergers and acquisitions may be greater than expected; possible adverse results of future litigation; general economic or business conditions; legislative or regulatory changes may adversely affect the business in which Compass Knowledge is engaged; and changes in the securities markets may negatively impact Compass Knowledge. For a detailed discussion of cautionary statements and factors that could cause actual results to differ from the Company’s forward-looking statements, please refer to the Company’s filings with the Securities Exchange Commission, especially in the

“Risks Related to Our Industry” included in the Company’s Form 10-SB and in subsequent filings filed with the Securities Exchange Commission.