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PROXY–Lightspan Inc.

ightspan Inc. develops educational software and online resources for school and home.

Value

Total number of shares outstanding as of July 25, 2000 44,200,000

Price of each share of common stock on July 25, 2000 $7.1875

Aggregate market value as of July 25, 2000 $317,800,000

Performance Record

For year ended, Jan. 31, in thousands, except per-share data

2000 1999 1998

Total revenues $16,916 $10,870 $22,309

Net income (loss) $(55,721) $(33,567) $(27,478)

Historical net income (loss) per share $(13.61) $(9.91) $(8.65)

Total assets $102,432 $22,566 $14,080

Directors

John H. Brandon, 44, has served as executive vice president and president of Academic Systems since it was acquired by the company in September 1999.

James W. Breyer, 38, has served as a director since December 1993. Since 1990, he has been a partner of Accel Partners.

David D. Hiller, 46, has served as director since September 1996. Since October 1993, Hiller served as senior vice president of development at the Tribune Co.

John T. Kernan, 54, co-founded Lightspan and served as chairman and CEO since September 1993.

John E. Kole, 32, has served as director since May 2000. Since June 1999, he served as the managing director of Comcast Interactive Capital.

Lee Masters, 48, has served as director since May 2000. Since January 1999, he has been president and CEO of Liberty Digital, Inc.

Bruce W. Ravenel, 50, has served as director since 1994.

Jeffrey P. Sanderson, 41, has served as director since December 1998. Since June 1984, he served as general manager of business development for the consumer and commerce group of Microsoft Corp.

Barry J. Schiffman, 54, has served as director since August 1997. Since 1996, he served as president, chief investment officer and director of JAFCO America Ventures, Inc.

Barrie Usher, 58, served as director since May 2000. Since March 2000, he served as president and CEO of Cinar Corp.

David M. Woodrow, 54, served as director since May 2000. Since July 1999, Woodrow has been executive vice president of business development for Cox Communications, Inc.

Carl Zeiger, 57, co-founded Lightspan and served as president and COO since September 1993.

Executive Compensation

Officers Cash Compensation

John Kernan, CEO and chairman $346,000

Carl Zeiger, president, COO and director $346,000

Kathleen McElwee, vice president of financing and CFO $149,000

John Brandon, executive vice president, president of Academic Systems

and director $183,000

Winifred Wechsler, executive vice president and general manager of Internet

and broadband services $466,000

Significant Stock Ownership

Number of shares Percent

March 31, 2000

Accel Partners 3,130,503 7.1

Kleiner, Perkins, Caufield & Byers 3,077,501 7.0

Microsoft Corp. 2,940,440 6.6

Directors and officers as a group (15 persons) 24,153,715 54.2

Other information

Headquarters: 10140 Campus Point Drive, San Diego, CA 92121-1520; (858) 824-8000; fax (858) 824-8001; (www.lightspan.com)

Auditors: Ernst & Young LLP, San Diego

Information compiled from the company’s annual and proxy statements.

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