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DAVIDSON & ASSOCIATES INC. ACQUIRES CHAOS STUDIOS, AND SIGNS LETTER OF INTENT TO ACQUIRE LEARNINGWAYS INC.

Leading Entertainment And Educational Software Developers Will Expand Davidson Development Capabilities

TORRANCE, Calif., Feb. 28 /PRNewswire/ -- Davidson & Associates Inc. (NASDAQ: DAVD) today announced it has acquired Chaos Studios, a leading entertainment software developer best known for titles such as "The Lost Vikings" and "Rock and Roll Racing", and the recently announced "The Death and Return of Superman".

Davidson has also reached an agreement in principle to acquire Learningways Inc., an educational software developer headquartered in Cambridge, Mass. Learningways is the developer of Josten's "Tapestry" and Scholastic's "Point-of-View" software.

Says Bob Davidson, chairman and chief executive officer of Davidson & Associates Inc., "These two premier development companies represent an important addition to our growing research and development capabilities. By 1995, they will contribute significant new product revenues."

Chaos Studios

Commenting on the merger, Allen Adham, president of Chaos Studios said, "We're delighted to be part of Davidson & Associates. This relationship provides us with the resources and synergy to create a whole new line of next-generation entertainment products. The tremendous creativity we've put to work in developing award-winning software for other companies can now be turned into significant product revenues for Chaos and Davidson."

Adds Jan Davidson, president and founder of Davidson & Associates, "We welcome Chaos as a new development center and are pleased to have access to so much talent and creativity. In addition to development expertise, our merger with Chaos provides us with a new, separate label for entertainment software."

The purchase of Chaos by Davidson was recorded as a stock exchange in a pooling of interests, valued at $6.75 million. Chaos will continue to operate independently, retaining its current staff and expanding operations. The company's first products as part of Davidson will be a series of multimedia entertainment titles, the first of which will be available by Christmas 1994.

Chaos Studios (formerly known as Silicon & Synapse Inc.) was founded in 1991 by Adham and Michael Morhaime, and is headquartered in Costa Mesa, Calif. The company is a leading third-party developer of over 30 entertainment products and has consistently won awards for innovative products, including four "Best of Show" awards at the Consumer Electronics Shows in 1992 and 1993. Most recently, Chaos was named "Best Software Developer of 1993" by VideoGames magazine.

Learningways Inc.

Learningways and Davidson have signed a letter of intent to merge; final documents and state approval should be completed within the next two months. Terms of the acquisition were not disclosed. Learningways will continue to operate independently, retaining its current staff.

Learningways has been a developer of educational software and multimedia materials for more than 14 years. The company is best known for The Learningways Content Development System, a specialized programming system that has enabled the company to quickly and cost- effectively create award-winning, content-rich multimedia software for the school market.

Currently, Learningways is developing an advanced multimedia product that will deliver curriculum to schools over the Information Superhighway; early versions will be available in 1995. The company is also working on interactive extensions to textbooks, called "Hotpages," for several textbook publishers.

Anticipating the final merger, Art Bardige, president of Learningways Inc., commented, "This merger represents the fulfillment of a dream for us. We are thrilled to join Davidson to further our joint visions for improving American education through innovative technology."

Adds Jan Davidson, "The merger with Learningways offers Davidson an even more significant strength in the school marketplace, and an important advantage to become a leader in delivering up-to-date curriculum over the Information Superhighway. The merging of our talents will result in leading-edge products that will revolutionize classroom learning."

Davidson & Associates Inc. is the leading independent publisher of multimedia educational software for the home and school markets. Founded in 1982 by educator Jan Davidson, the company has won national acclaim for teacher-designed, student-tested software such as the "Math Blaster" series, "Kid Works 2" and "Kid CAD" in the home market, and "English Express" and "Story Club" in schools.

-0- 2/28/94

/CONTACT: Linda Duttenhaver of Davidson & Associates Inc., 310-793-0600, ext. 230/

(DAVD)

CO: Davidson & Associates ST: California IN: CPR SU: TNM

JP-JM -- LA005 -- 6175 02/28/94 09:01 EST