Alliances

Pearson PLC
29 June 2000


PEARSON ACCELERATES INVESTMENT IN LEARNING NETWORK TO SPEARHEAD ONLINE
EDUCATION REVOLUTION

Pearson plc, the international media company, announced today a series of
major strategic alliances and a further acceleration of investment in its
online consumer education network. Launching in September, and branded the
Learning Network, it will build on Pearson's position as the world's leading
education company to create the Internet's premier education source.

Pearson is purchasing, for $129m cash, 87% of the equity in FamilyEducation
Network, Inc. (FEN), the Internet's largest and fastest growing school and
parent network dedicated to children's learning. America Online, Inc. (NYSE:
AOL), the world's leading interactive services company, will continue to be a
minority shareholder in FEN, along with FEN's founders, including its CEO,
Jonathan Carson. FEN has seven websites, which generate more than 50 million
page views per month, and include well-known online brands such as
familyeducation.com, funbrain.com, infoplease.com, mygradebook.com,
myschoolonline.com, schoolcash.com and teachervision.com. The acquisition of
FEN will enable Pearson to accelerate the development of the Learning
Network's School (Kindergarten -12th grade) channel. 

Pearson has also reached a preliminary agreement for a minority investment in
Classroom Connect Inc., a leading developer of web-based curriculum product
and professional development programmes for K-12 educators. Classroom Connect
will offer its signature products - Classroom Today, Connected University and
Quest Interactive Expeditions - within the Learning Network's Teacher channel
and identify its own Internet site as a member of the Learning Network.

Separately, Pearson and AOL today announced a broad strategic alliance under
which the Learning Network will be a premier supplier of educational content
and online learning tools to users of several America Online, Inc. brands. 
Under the three-year agreement, the Learning Network will be an anchor tenant
on the main screen of AOL's Research and Learn Channel, providing educational
content for stages throughout a person's life, from pre-school to adult
learning, including ongoing education and professional training. In addition,
the Learning Network's educational resources and tools will be promoted
through AOL Workplace, AOL Families, and other areas of the AOL service, as
well as through learning-related areas of AOL.COM, Netscape Netcenter and
CompuServe.

Commenting on today's announcements, Marjorie Scardino, Chief Executive of
Pearson plc, said:

'We aim to use the Internet to bring the most respected pedagogy, the very
best technology and the richest and deepest content to homes and classrooms
across America and around the world. In seizing this opportunity, we are
opening up a new and rapidly growing market for our education business while
creating educational opportunities for every age and every stage of learning.
We aim to work with FEN, Classroom Connect and all our partners to make the
Learning Network the place to go for online learning.'

FEN's partners include leading US educational bodies, such as the National
PTA, the American Association of School Administrators, Reading Is
Fundamental, National School Boards Association, and the National Educational
Association.

'I have seen first-hand the tremendous impact that organisations like the
FamilyEducation Network can have by supporting community and parent
involvement in education,' said U.S. Secretary of Education, Richard Riley. 
'I look forward to continuing to work with them, and I applaud their efforts
to improve communication and co-operation among teachers, students, and
parents.'

'We're proud to continue our longstanding working relationship and strategic
alliance with FamilyEducation Network,' said Anne Bryant, Executive Director
of National School Boards Association. 'Combined with Pearson's commitment to
education, the power of the Internet is creating enormous opportunities for
education, not only as a learning and teaching tool, but also as a vehicle for
facilitating communication throughout the education community. In
FamilyEducation Network, we found a credible partner to help our school board
members connect to schools and communities via the Internet.'

The Learning Network will offer users four integrated online networks, sharing
common technology, infrastructure and marketing, and serving the K-12, higher
education, professional development and lifelong learning markets. These
networks will be supported by a Learning Network store, which will host
e-commerce opportunities for both online and offline products. All of
Pearson's major publishing operations - the Financial Times group, Pearson
Education and the Penguin group (including the recently acquired Dorling
Kindersley illustrated reference publishing business) - will deliver extensive
content and online services through the Learning Network. They will also
cross-promote the Learning Network through their online, publishing,
distribution and sales platforms.

Headland Digital Media, Pearson's digital publishing operation, will become
part of the Learning Network, providing the organisation's programming,
content development and network technology. Prentice Hall Direct, Pearson
Education's direct marketing and retail business trade publishing unit, will
also join the Learning Network, providing the venture with immediate
e-commerce and direct marketing capabilities.

Phil Hoffman, President of Pearson Inc., will be the Learning Network's chief
executive officer, responsible for commercial and financial operations.  Mark
Nieker, CEO of Headland Digital Media, will serve as the Learning Network's
President, responsible for network programming, content development and
technology. Sally Wood, President of Prentice Hall Direct, will be President
of the Learning Network's e-commerce and direct marketing capabilities.
Jonathan Carson will be CEO of the Learning Network's K-12 channel. The CEOs
of the higher education, professional development and lifelong learning
channels will be announced in due course.

The Learning Network will generate revenues from online subscriptions paid by
school districts, institutions, corporations and individuals, hard-good and
digital good sales, syndication, sponsorship, affinity marketing and
advertising sales. 

For further information, contact:

John Fallon              Pearson plc                     + 44 20 7411 2310

NOTES TO EDITORS 

About Pearson

Pearson (www.pearson.com) is an international media company. In building the
Learning Network, it will draw on content, technology and distribution from
across its major publishing operations:

Pearson Education (www.pearsoned.com) is the world's largest education
company. Its imprints, textbooks and online programmes are an established and
respected presence in classrooms and on college campuses across America. Its
K-12 divisions, including Scott Foresman and Prentice Hall, represent more
than one in four textbooks used in US schools.  Computer Curriculum
Corporation distributes more than 3,000 hours of on-line content to more than
16,000 US schools each year. Every American college student will be assigned
at least one of its texts or on-line programmes from Prentice Hall, Allyn &
Bacon, or Addison Wesley Longman during his or her college career. It is the
number one technology publisher in the world with imprints such as Que, Sams,
Peachpit, Macmillan and Cisco Press.  Its Longman division is the world's
leading English Language Teaching (ELT) publisher. It has over 2800 sales
staff, who work with local schools and college campuses across America and
around the world. It publishes over 120,000 education titles and supplies some
120 million educational textbooks and programmes around the world every year.

The Penguin group (www.penguinputnam.com) is one of the world's premier
English language consumer publishers. It publishes an extensive range of
titles covering the very best fiction, non-fiction and illustrated reference.
It publishes subjects ranging from history, business and science to essential
reference and health and travel guides. It is the pre-eminent classics
publisher and owns some of the leading brands in children's publishing.
Earlier this year, it acquired Dorling Kindersley, the worldwide illustrated
reference publisher, which has an extensive digital library and specialises in
creating images and content ideally suited to an online environment.

The Financial Times group (www.FT.com) is a leading source of global financial
news, analysis and data for senior managers and investors around the world. It
publishes the world's leading network of business and financial newspapers and
online services, which are read by millions of business executives and
investors around the world every day. FT Knowledge (www.FTKnowledge.com) is
one of the world's leading management, business and finance distance learning
businesses. It offers accredited degree and diploma programmes in association
with partners ranging from professional institutions such as the Chartered
Institute of Marketing to leading US and UK universities, including Wharton
Business School and the University of Michigan Business School. FTK also
provides learning consultancy, custom-designed management development, and
design of learning resources and systems to major organisations throughout the
world.

Pearson Television, the leading international television production business,
is merging with CLT-Ufa to create Europe's leading integrated broadcasting and
communications group.

About FamilyEducation Network (FEN)

Headquartered in Boston, FEN (www.fen.com) is the Internet's largest K-12 and
parent network dedicated to children's learning. FEN brings together leading
organisations from both the public and private sectors to help parents,
teachers, schools, and community organisations use online tools and other
media resources to positively affect our children's education and overall
development. In the six months to June 30 2000, FEN, is expected to have
invested some $27m , net of revenues in developing its business. FEN's mission
is to improve the home-to-school connection with a network of websites that
includes:

* familyeducation.com, the Internet's leading parenting site and recently
voted 'best of the web' by Brill's Content and Forbes.com;

* funbrain.com, an interactive learning and edutainment site that links
children, parents and teachers;

* infoplease.com, an online reference site comprising encyclopaedias, almanacs
and dictionaries with over 250,000 pages of proprietary content;

* teachervision.com, an online 'one - stop' resource for teachers;

* schoolcash.com, a recently launched fundraising website, specialising in
e-commerce affinity programs for schools, that already has over 200 online
retailers and 11,000 schools as partners;

* mygradebook.com, a web-based electronic teacher grade book;

* myschoolonline.com, an education-focused website hosting platform for
schools and community groups which hosts over 1,400 US school districts on its
network. 

About Pearson's Learning Network Partners

Classroom Connect, Inc. (www.classroomconnect.com) is an Internet company that
develops and markets original, Web-based curriculum products and teacher
professional development programmes for the K-12 education community. Its
partners include some of America's most respected organisations, including the
American Museum of Natural History, the Library of Congress and NASA. 

On March 6, Pearson announced it was taking equity stakes in three other
leading Internet education companies: 

Edgate.com, Inc, (www.edgate.com) creator of the Copernicus Education Gateway,
which provides customised local education portals for teachers, parents and
students across the United States, will be represented in local schools and
school districts by Pearson's K-12 divisions including Scott Foresman,
Prentice Hall, and Computer Curriculum Corporation. Edgate will co-brand its
localised education communities with The Learning Network. The combined
offering will be promoted as a key element of the K-12 channel.


Blackboard Inc.'s Blackboard.com, (www.blackboard.com) will be the preferred
course aggregation site presented within the Learning Network. Blackboard's
course management products are used by more than 1800 colleges and
universities in some 70 countries around the world.  The new release of its
flagship course management product, Blackboard5, is scheduled for next month. 
Blackboard5 enables educators to enhance online instruction in both
campus-based and distance learning environments by bringing their course
materials, class discussions, assignments and quizzes to the web. Pearson
Education is also collaborating with Blackboard to develop a 'private label'
version of Blackboard5, branded CourseCompass, for the Higher Education
market.  Beginning this fall, CourseCompass will be marketed in association
with hundreds of Pearson Education textbooks sold around the world. Pearson's
CourseCompass is designed to enable educators to create an online course in
less than 15 minutes, without any special technical skills or training. 
Pearson and Blackboard also plan to cross promote and develop content and
services between the Higher Education channel and Blackboard's own web
properties.

 eSCORE.com, (www.eSCORE.com) a leading provider of online learning and
resources for children, will, through the K-12 channel, deliver online
educational coaching and support to students whose teachers and parents use
The Learning Network. 

About the Learning Network

The Learning Network aims to be the place to go for online learning and
education. Launching in September, it will be made up of four vertically
integrated networks serving the K-12, Higher Education, Professional
Development and Lifelong Learning markets.

K-12 Network

The K-12 network will contain discrete channels for teachers, parents, and
students. The channels will be organised by grade level (K-2, 3-5, 6-8, and
9-12) and by subject (math, reading, etc.) Activities for the classroom and
the home will be designed to work together, so that exercises undertaken at
home support learning already taking place in the classroom. Communication
features will enable teachers, students, and parents to exchange information
and track progress.

The Teacher's channel will enable teachers to subscribe to online courses to
gain additional qualifications that enhance their professional development.
They will be able to plan lessons, integrating online learning activities and
tools with classroom instruction, and develop customised individual student
learning programmes. They will be able to communicate with parents to discuss
and monitor student progress against state and national standards and buy
supplementary text and online education programmes and learning tools. 

The Student's channel will provide a secure, supportive, and completely
interactive environment that helps students master curriculum-based concepts
and real-life learning skills. School children and students will be able to
practice skills, communicate with schoolmates and teachers online, complete
schoolwork supplements, take review and practice tests, and tap into a wealth
of resources for homework help. 

The Parent's channel will provide parents with more efficient ways to
participate in, and support, a child's education. Secure, interactive tools
will enable parents to access lesson plans, track their child's progress, and
communicate with teachers and other parents. They will also be able to buy
supplementary online and text-based products that will enhance their
children's learning. 

Online content, teaching, and testing will be directly linked to Pearson's
leading basal and supplementary programmes in text and digital formats from
Scott Foresman, Prentice Hall, Computer Curriculum Corporation, Pearson
Learning, and Globe Fearon.  Content will cover all the major disciplines
including reading, literature, math, science, social studies, music, and
religion. It will also draw directly on content from Dorling Kindersley and
Penguin Putnam's leading educational, reference and children's titles.

The Higher Education Network
 
The Higher Education network will provide resources that meet the needs of
both faculty and students and foster collaboration between them.  Students
will benefit from research tools that help them find relevant resources to aid
them in their studies.  Faculty will be able to access communication tools
that facilitate interaction with their students and post assignments, answer
questions, review quizzes, administer tests and prepare for their courses.
Professors and students will be able to buy online and offline materials and
resources.

The Higher Education channel will feature a wealth of resources for professors
and teaching assistants. It will feature CourseCompass, a customised version
of Blackboard's leading course management platform.  CourseCompass enables
educators to get up and running with an online course in 15 minutes or less. 
After making just a handful of personalisation decisions, educators will have
access to an abundance of online content correlated to specific Pearson
education textbooks.

The Student's channel will help students succeed in college by providing
trusted, quality academic research and learning tools. It will have discussion
forums for students, links to external resources and interactive practice
exams that match the curriculum. The channel will provide relevant
supplementary information and tools to allow students to track their own
progress in a particular subject. Career counselling and job placement tools
will enable students to explore career opportunities and find jobs in their
chosen fields. It will link to Pearson Higher Education's extensive online
resources including 1200 companion websites, 300 eBooks, over 40 special
editions of Peregrine Places, 120 password- protected sites, and 249 online
courses. In 1999, Pearson's Higher Education business distributed over one
million PIN codes that integrate online resources with Pearson's Higher
Education texts. The Student's channel will be the site at which students
redeem their PINs and access their online coursework for all Pearson Higher
Education online products.  

The Professional Development Network

The Professional Development network will enable professionals to improve
their managerial or IT skills, or learn English as a second language, using
quality sources and distance learning programmes. 

The English Language Teaching (ELT) channel will enable professionals around
the world to learn English as a second language, with online language
instruction, language exercises, and interactive information services tailored
to meet the needs of the global consumer. They will be able to subscribe for
certified courses, which they can take at home or in the office. Content will
be created by Longman, an imprint of Pearson Education and long renowned as
the world's market leader in ELT. It will combine practice from U.S. and U.K.
Longman ELT materials along with original material created especially for the
site. The channel will provide real-time instruction, interactive self-paced
practice activities from grammar to pronunciation, instant access to language
learning resources such as online dictionaries, and customised news and
information services. It will also provide access to a wide variety of
products such as textbooks, audio/video supplements, editing services,
translation services, travel, and other business related services.  

The IT channel will enable IT professionals to access premier information
technology sites and draw on IT resources that include the world's most
popular computer books, cutting-edge IT chat links, access to current IT trade
magazines, and an online marketplace of books and hard goods. It will link to
InformIT.com (www.InformIT.com), Pearson's IT portal, featuring access to
leading brands, authors, alliances, expert advice options, as well as career
profiling, mapping and personalisation.  InformIT.com currently has 300,000
registered users, growing at a rate of 25,000-30,000 per month. It has an
extensive list of high tech marketing partners including Cisco Systems, Sun
Microsystems, and IBM. The IT channel will draw upon the vast computer and
technology content published by Pearson, which comprises of the world's most
powerful collection of IT publishing assets. Pearson imprints include QUE,
Sams, New Riders, Peachpit Press/Adobe Press, Prentice Hall/PTR and Addison
Wesley Professional/Cisco Press. Together, these imprints consistently lead
the online best seller lists in the IT category. This year, Pearson expects to
distribute over 17 million copies of computer and technical books worldwide.

The Business Education channel will be the premier source of educational
support spanning the entire career of a business professional. For an
undergraduate or graduate business student, it will be the most interactive,
efficient, and effective way to locate and download content critical to
instruction.  It will offer personalised access to a current bank of 85 unique
business web sites that already serve the needs of over 45,000 learners per
week.  These sites offer reinforcement tutorials, current and relevant events,
links, business subscription services, and communication tools.  Through
media-rich resources like the Mastering Business Series, working professionals
and students alike will benefit from hands-on experimentation with foundation
business concepts.  This enhanced web support will expand the leadership reach
of Prentice Hall Business Publishing and Addison Wesley/Longman's economics
and finance lists into the higher education market.  In 2000, these companies
will ship over 3 million business books worldwide.  

For the professional executive, it will allow seamless access to the wealth of
business material available within Pearson.  Professional resources will
include certification programmes, career and executive consultation,
subscription services and other resources spearheaded by Financial
Times/Prentice Hall and Financial Times Knowledge.  

The Lifelong Learning Network

The Lifelong Learning network will address the needs of the individual learner
by providing information and tools targeting popular consumer subjects like
personal finance, travel, music, computing, and health-all presented from
compelling sources in a streamlined environment that makes finding topics and
resources simple. The channel will feature current and relevant resources from
premier publishers and online partners, and experts and authors.

The Lifelong Learning Network will link to best-selling Pearson titles, such
as The Rough Guides, The Idiots Guides, Penguin's best-selling health and
lifestyle titles and Dorling Kindersley's digital content and illustrated
reference titles on subjects ranging from decorating and gardening to health
and nutrition.

The Learning Network Store

The Learning Network store will provide a safe, secure shopping environment
that supports each channel and from which one can buy learning and educational
products in a variety of media-including online subscriptions, books,
software, videos, games and music-all within a single, easy-to-navigate
interface. Through qualified product reviews and rankings, sales of products
will be linked to specific learning objectives. Customised publishing will
enable users to create online and offline products that meet their specific
needs.