For Immediate Release Contact: Jeremy Milner
401-862-9422
jeremy@jeremymilner.com

Courtney Chandler
617-375-4217
courtney@revolutionpartners.com
...........................................................................................................

REVOLUTION PARTNERS ADVISES MINDLEVER.COM, INC. IN SALE TO
CENTRA SOFTWARE, INC.


LEXINGTON, MA (May 24, 2001) – Centra Software, Inc. (Nasdaq: CTRA), the
world’s leading provider of software and ASP services for eLearning and collaboration, today announced that the Company has completed the acquisition of MindLever.com, Inc., a provider of management systems for learning content. Revolution Partners, LLC, acted as exclusive financial advisor to MindLever. Under the terms of the agreement, Centra has acquired MindLever by issuing approximately 500,000 common voting shares and paying approximately $3.5 million in cash, including acquisition costs. The
transaction is being accounted for using the purchase method. Additionally, Centra is providing revised financial guidance for 2001 and 2002 related to this acquisition.

Based in Raleigh, North Carolina, MindLever pioneered the first, standards-based software solution for creating, organizing, managing, and distributing

enterprise knowledge assets. Centra intends to integrate these capabilities into its market-leading eLearning infrastructure known as CentraOneTM, and re-introduce this product to market early next month as the Centra Knowledge ServerTM. This natural extension to Centra’s product line will uniquely complement existing capabilities for real-time eLearning and collaboration, enabling customers to increase the effectiveness of their live eLearning programs through on-demand access to rich multimedia content in the form of personalized learning programs.


“This acquisition is another step forward in our strategy to integrate key enabling technologies into a single platform for the accelerated delivery and management of knowledge across the extended enterprise,” said Leon Navickas, Chairman and CEO of
Centra. “We are delighted to complete this strategic acquisition and strengthen our leadership position in the eLearning category as we diversify our product set, broaden our technology resources, and create significant new up-sell opportunities.”

Through this transaction, Centra adds customers such as Charles Schwab & Co., eGain Communications, Option Care, TRW, and Portal Software to its existing base of more than 500 leading corporations and universities. These companies are using learning
content management strategies to address a wide range of strategic business initiatives including accelerated product introductions, improved call center support, and field sales training. Centra will continue to support them with high-quality customer care and new
products and services.

In addition to an expanded customer base and strengthened product offering, Centra has added 30 employees and expects to benefit from the industry expertise of MindLever co- founders, Rajesh Rao and Harvi Singh. Rao will oversee Centra’s new Research Triangle Park division as General Manager of Operations and Product Development, and Singh will assume the role of Centra’s Chief Learning Technology Officer.

Business Outlook
In 2002, this acquisition is expected to be accretive on a cash earnings per share basis by a minimum of $0.02 to $0.03.

For the year 2001, revenue estimates have been increased to the range of $46 to $50 million. Net loss per share for 2001, excluding non-cash stock-based compensation expense, non-cash expense items related to the acquisition and a one-time non-operating
charge in the first quarter of $772,000, or $0.03 per share, related to losses on short-term investments, is estimated to be in the range of $0.38 to $0.41 per share. As previously stated, Centra expects to achieve profitability on a cash basis in the fourth quarter of
2001.


Revolution Partners is one of the nation's largest investment banks focused exclusively on Mergers & Acquisitions and Private Capital Fundraising Advisory Services for technology companies. All of our clients benefit from senior-level attention from partners with deep sector expertise.

Revolution Partners was founded in 2001 by former senior technology bankers from major Wall Street investment banks. With offices in Boston, San Francisco and Los Angeles, Revolution applies partner-level experience to the successful execution of advisory and financing transactions for emerging technology companies in industry sectors including software, Internet business services, telecommunications, wireless, clean tech, digital media, storage and semiconductors. For more information, visit www.revolutionpartners.com.

 
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INVESTMENT PRODUCTS OFFERED BY MORGAN KEEGAN: NOT FDIC INSURED ~ NOT BANK GUARANTEED ~ MAY LOSE VALUE