January 9, 2007

FOR IMMEDIATE RELEASE

CONTACT:
Sandy Fash
C. Blohm & Associates, Inc.
(608) 839-9800
sandy@cblohm.com

LEADING EDUCATION COMPANIES MERGE TO CREATE LARGEST K-12 GLOBAL LEARNING COMMUNITY

Company to connect global learners with research proven literacy learning experiences and safe collaboration tools

Washington, D.C., January 9, 2007 - In2Books and ePals Classroom Exchange announce that they have merged. The combination brings together In2Books' research proven, literacy-based subject matter curriculum with ePals's network of more than 120,000 collaborating classrooms and 7 million students in 191 countries. This unique online environment enables collaborative ambitious learning globally. The combined company, to be called ePals, creates and distributes research proven learning programs and services, as well as a suite of safe and protected collaborative technologies, such as email and blogs, designed specifically for K-12 school and home markets.

Ed Fish joined In2Books as CEO in June of 2006 and is CEO of the combined company. His first job was managing the merger. "Our product strategy is focused on the use of the Internet as a safe learning environment to enable new forms of learning experiences in and out of the classroom. ePals brings powerful collaboration and social networking tools to millions of connected teachers and students around the world. Once we complete product integration, we will be able to introduce In2Books' full line of products and services to the schools and families in the ePals community and create a unique online learning community engaged in ambitious, research proven literacy-based subject matter curricula."

Tim DiScipio, co-founder and Chief Marketing Officer of the combined companies commented that "teachers are seeing clear evidence that students are motivated to read, write and collaborate when given the opportunity to engage with classmates and teachers using email and blog technology in a protected environment." Nina Zolt, co-founder and Chief Program Architect of the combined companies, also commented on the importance of bringing research based curriculum into the connected community. "By bringing In2Books' research proven learning and mentoring experiences into ePals' protected environment, ePals will help schools, teachers and families equip their students to succeed in our global economy. Literacy across the curriculum, collaboration among peers and between peers and mentors, and the capacity to act with global awareness, are important attributes of effective 21st century learning."

ePals will be headquartered in the Washington, DC metro area. The board of directors of the combined company will be co-chaired by Nina Zolt and Miles Gilburne, a veteran venture capital investor and former AOL executive and Time Warner Board member. "The management team of the combined company is rich in talent and deeply experienced in building online learning and communications products" Gilburne commented. "There is a lot of excitement around the potential of the new company to demonstrate new ways of delivering engaging and effective education experiences at scale into an increasingly connected world. We have worked hard to build an internet savvy board and investor group that includes Steve Arnold, Steve and Jean Case, Mitch Kapor, Yossi Vardi, Bill Raduchel and others, to insure that we have the resources and expertise to capitalize on the momentum ePals and In2Books have built as pioneers in this space."

Industry Perspective:
"This merger is a significant development in the K-12 education marketplace and should have a very positive effect on students, teachers and the entire educational community both here in the United States and around the world," noted Dr. Rita Oates, president of Oates & Associates, an educational-technology consulting firm and former Instructional Supervisor, Computer Education and Technology, for the Dade County Public Schools (Miami). "The new ePals offers engaging content, research-based methods, and human interaction - things both students and teachers want from online experiences. Safe interaction with adult mentors on shared readings will broaden the student learning experience in very positive and effective ways."

Sheila Gersh, Professional Development Liason for Title IID Region 10, New York City Department of Education and Center for School Development, New York City, states: "School based email and blog technology has many benefits for the learner and is fast becoming the new paper and pencil for the 21st Century Generation. When students use a safe and protected collaboration solution to connect to student peers, teachers and mentors, they care about their grammar and spelling, and are inclined to use dictionaries and grammar aid tools which add an immediate and visual component to correcting their mistakes."

About ePals and In2Books:
Over the past decade, ePals (www.epals.com) and In2Books have created and delivered their services to schools, teachers, students and families. ePals has been the recognized leader and trusted provider of K-12 school-safe and protected email, blogs and eMentoring tools to school districts and classrooms. It also maintains the largest and fastest growing collaborative classroom network, the ePals Global Network (www.ePals.com), for teacher supervised classroom-toclassroom pen pal exchanges and cross cultural learning projects in more than 120,000 classrooms across 191 countries, connecting more than 7 million students and teachers.

In2Books, Inc. is based on more than eight years of work by the In2Books nonprofit foundation, a 501(3)(c) company, and the largest shareholder of the combined company. The In2Books program, created in close consultation with leading literacy experts has been extensively used in Washington DC schools over the past five-years. It has been shown to significantly improve students' standardized test scores as it enhances reading comprehension, critical thinking and writing skills. The non-profit foundation will continue to distribute the new company's products to under resourced communities and focus on industry leading research.

For more information about ePals, please visit www.ePalscorp.com.