##### Table of Contents



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-K/A

Amendment No. 1


(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
January 31, 2002


(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________


Commission File No. 000-29347

Lightspan, Inc.

(Exact name of registrant as specified in its charter)


|                                                                                       |  |                                                
|-------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)                |  | 33-0585210
(I.R.S. Employer Identification No.)
|                                                                                      
|10140 Campus Point Drive
San Diego, California
(Address of principal executive office) |  | 92121-1520
(Zip Code)                          

(858) 824-8000
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock
(Title of Each Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   YES  [X]    NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.   [   ]

As of April 30, 2002, the aggregate market value of registrants
voting and non-voting stock held by non-affiliates, based upon the
closing sales price for the registrants common stock, as reported
on the Nasdaq National Market, was approximately $24.6 million. To
determine this aggregate market value, the registrant has excluded
from the total number of shares outstanding as of April 30, 2002 shares of common stock held by each officer and director and by each
person who owns 5% or more of the outstanding common stock as such
persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for
any other purposes.

Number of shares of registrants common stock outstanding as of
April 30, 2002: 47,056,135

EXPLANATORY NOTE: This Amendment No. 1 on Form 10-K/A amends the
Registrants Annual Report on Form 10-K, as filed by the Registrant
on April 30, 2002, and is being filed solely to replace Part III,
Items 10 through Item 13. Except as otherwise stated herein, all
other information contained in the original Report was current as of
the date of filing of the Report on April 30, 2002 and has not been
updated by this Amendment No. 1.



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TABLE OF CONTENTS



|             |                                                                          |  |  |  |  |  |  | 
|------------ | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III    
|             | Item 10. Directors and Executive Officers of the Registrant             
|             | Item 11. Executive Compensation                                         
|             | Item 12. Security Ownership of Certain Beneficial Owners and Management 
|             | Item 13. Certain Relationships and Related Transactions                 
|PART IV     
|             | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
|SIGNATURES  
|Exhibit 23.1



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##### Table of Contents



Lightspan, Inc.
2002 Annual Report on Form 10-K/A
Amendment No. 1
Table of Contents

|           |  |          |    |                                                                  |  |      |    | 
|---------- |  | -------- | -- | ---------------------------------------------------------------- |  | ---- | -- | 
|           |  |          |    |                                                                  |  | Page
|           |  |          |    |                                                                  |  |     
|PART III   |  |          | 2  |                                                                 
|           |  | Item 10. |    | Directors and Executive Officers of the Registrant               |  |      | 2  | 
|           |  | Item 11. |    | Executive Compensation                                           |  |      | 4  | 
|           |  | Item 12. |    | Security Ownership of Certain Beneficial Owners and Management   |  |      | 10 | 
|           |  | Item 13. |    | Certain Relationships and Related Transactions                   |  |      | 12 | 
|PART IV    |  |          | 13 |                                                                 
|           |  | Item 14. |    | Exhibits, Financial Statement Schedules, and Reports on Form 8-K |  |      | 13 | 
|SIGNATURES |  |          | 14 |                                                                 

The following are trademarks or service marks of Lightspan, Inc.:

|                                                                                                                                                                              |  |                                                                                                                                                                                                                             |  |                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| Academic.com
 AcademicOnline 2000
 Academic Systems
 Desktop Professional Development
 Ed-mail®
 eduTest.com
 Family Focus
 Global Schoolhouse®
 LearningPlanet.com |  |  Learning Search
 Lightspan
 Lightspan.com
 Lightspan Achieve Now
 Lightspan Achieve Now Online
 Lightspan Adventures
 Lightspan Assessment Builder
 Lightspan Early Reading Program
 Lightspan eduTest Assessment |  |  The Lightspan Network®
 Lightspan Partnership
 Lightspan Reading Center
 School Focus
 StudyWeb®
 Your Class Online
 Your School Online

All other trade names, trademarks and service marks appearing
in this Annual Report on Form 10-K are the property of their
holders.

1



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##### Table of Contents






PART III

PART III IS REPLACED IN ITS ENTIRETY AS FOLLOWS:




Item 10. Directors and Executive Officers of the Registrant

Information regarding our executive officers is located in Part
I, Item I of this Annual Report, under the caption Executive
Officers and Key Employees of the Registrant.

The following table sets forth information about our directors
as of April 30, 2002:

|                       |  |     |    |          |  |                                                               
|---------------------- |  | --- | -- | -------- |  | --------------------------------------------------------------
|Name                   |  | Age |    | Position
|                       |  |     |    |         
|John T. Kernan         |  |     | 56 |          |  | Chairman of the Board of Directors and Chief
Executive Officer
|Barrie Usher           |  |     | 60 |          |  | Director                                                      
|Jeffery W. Brown       |  |     | 40 |          |  | Director                                                      
|James W. Breyer        |  |     | 40 |          |  | Director                                                      
|Barry J. Schiffman     |  |     | 56 |          |  | Director                                                      
|Elizabeth R. Coppinger |  |     | 50 |          |  | Director                                                      
|Carl E. Zeiger         |  |     | 59 |          |  | President, Chief Operating Officer and Director               

John T.
Kernan, co-founded Lightspan and has served as our Chairman and
Chief Executive Officer since inception, September 1993. Prior to
co-founding Lightspan, Mr. Kernan served as Chairman and Chief
Executive Officer of Jostens Learning Corporation, an educational
software company. Mr. Kernan developed Jostens Learning from a
start-up company in 1985 (then named Education Systems Technology
Corporation) to one of the largest educational software businesses in
the United States. Under Mr. Kernans leadership, Jostens Learning
was a leading supplier of pre-kindergarten through adult educational
software. Prior to founding Jostens Learning, Mr. Kernan was an
executive with Gill Cable Corporation, a Northern California cable TV
operator. He also was Vice President of Product Development for
DELTAK, Inc. (now NETg), then the nations largest provider of
video-based training for technical professionals. Mr. Kernan was the
President of the Software Publishers Association, has been named
Educator of the Decade by Electronic Learning Magazine
and regional Entrepreneur of the Year by Inc. Magazine,
among other distinctions. Mr. Kernan was a founder of Academic
Systems, which has since been acquired by Lightspan, and Elemental
Software, which has since been acquired by Macromedia. Mr. Kernan is
a member of the Board of Directors of TechNet and Varsity Group, Inc.
Mr. Kernan holds a Bachelor of Science from Loyola College.

Barrie Usher, has served as one of the Companys directors
since May 2000. Since March 2000, Mr. Usher has served as President
and Chief Executive Officer of Cinar Corporation, an integrated
entertainment and education company that develops, produces, markets
and distributes high quality, non-violent programming and
supplemental education products for children, families and educators
worldwide. From January 1995 to April 1998, Mr. Usher was Senior
Vice-President of Canadian Individual Insurance Operations of
Manulife Financial, Canadas largest life insurance company. From
November 1988 to March 1994, he was President and Chief Executive
Officer of New York Life Canadian subsidiary. Mr. Usher was also in
the Canadian banking industry and he held senior executive positions
with two of Canadas major banks. Mr. Usher holds a Bachelor of
Commerce from McGill University.

Jeffery W. Brown, has served as one of the Companys directors
since February 2002. Since March 1999, Mr. Brown has served as
Executive Director of Strategy, Development and Investments for Cox
Communications. Mr. Brown served as Vice President and General
Counsel for TCA Cable TV from January 1998 until its acquisition by
Cox Communications in 1999. Mr. Brown also serves on the Board of
Directors of Security Broadband Corporation and TV Gateway, LLC.
Mr. Brown has also been a private practice attorney specializing in
business, corporate and mergers and acquisitions law. Mr. Brown
holds a Juris Doctorate from the South Texas College of Law and a
Bachelor of Business Administration in Finance and Accounting from
the University of Houston.

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James W. Breyer, has served as one of the Companys directors
since December 1993. Since 1990, Mr. Breyer has been a partner at
Accel Partners, a venture capital firm. Mr. Breyer currently serves
on the boards of directors of RealNetworks, Wal-Mart Stores Inc. and
several private companies. Mr. Breyer holds a Bachelor of Science
degree in Computer Science and Economics from Stanford University
and a Masters in Business Administration from the Harvard Business
School where he was named a Baker Scholar.

Barry J. Schiffman, has served as one of the Companys
directors since August 1997. Since October 1996, Mr. Schiffman has
served as President, Chief Investment Officer and a director of
JAFCO America Ventures, Inc., a venture capital firm. From March
1995 to October 1996, he was a general partner at Weiss, Peck &
Greer Venture Partners, a venture capital firm. Mr. Schiffman is
currently chairman of AirGate PCS, Inc. (PCSA), an affiliate of
Sprint, and member of the board of several private companies. Mr.
Schiffman holds a Bachelor of Science from Georgia Institute of
Technology and a Masters in Business Administration from the
Stanford Graduate School of Business.

Elizabeth R. Coppinger, has served as one of the Companys
directors since March 2001. Ms. Coppinger has been with Sony since
January 1991, most recently as Senior Vice President, New Business
Development and Strategic Alliances. Prior to joining Sony
Corporation of America, Elizabeth was with the Broadcast and
Professional Group at Sony Electronics, Inc. where she worked in New
Business Development. Ms. Coppinger holds a Bachelor of Science in
Chemistry from the University of Washington.

Carl E.
Zeiger, co-founded Lightspan and has served as our
President and Chief Operating Officer and as a director since September
1993. He also served as our Interim Chief Financial Officer and
Secretary from June 2000 to February 2001. Prior to co-founding
Lightspan, Mr. Zeiger served as the President and Chief Operating
Officer of Jostens Learning Corporation. Along with Mr. Kernan,
Mr. Zeiger developed Jostens Learning into a leading supplier of
pre-kindergarten through adult educational software. Prior to
joining Jostens Learning, Mr. Zeiger served as Senior Vice President
of Finance for Integrated Software Systems Corporation, a leading
provider of representation graphics software, and managed its initial
and secondary public offerings and its eventual sale to Computer
Associates. Mr. Zeiger is a certified public accountant in the State
of California and holds a Bachelor of Science from the University of
Denver.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as
amended, (the 1934 Act) requires the Companys directors and
executive officers, and persons who own more than ten percent of a
registered class of the Companys equity securities, to file with
the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on a review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during the
fiscal year ended January 31, 2002, all Section 16(a) filing
requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with; except that one
report, covering one transaction, was filed late by Mr. Schiffman.

3



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##### Table of Contents






Item 11. Executive Compensation

Compensation of Directors

The Companys directors do not currently receive any cash
compensation for services on the Board of Directors or any committee
thereof, but directors may be reimbursed for certain expenses in
connection with attendance at Board and committee meetings. In
addition, all directors are eligible to participate in the Companys
2000 Equity Incentive Plan (the 2000 Plan).

Compensation of Executive Officers

The following table shows for the fiscal years ended January
31, 2002, 2001 and 2000, compensation awarded or paid to, or earned
by, the Companys Chief Executive Officer and its other four most
highly compensated executive officers at January 31, 2002 (the
Named Executive Officers):

Summary Compensation Table

|                            |                                            |      |        |      |        |        |                     |            |              |        |              |         |  |  |            |         |           |   |         |         | 
|--------------------------- | ------------------------------------------ | ---- | ------ | ---- | ------ | ------ | ------------------- | ---------- | ------------ | ------ | ------------ | ------- |  |  | ---------- | ------- | --------- | - | ------- | ------- | 
|                            |                                            |      |        |      |        |        |                     |            |              |        |              |         |  |  | Long-Term  |         |           |   |        
|                            |                                            |      |        |      |        |        | Annual Compensation |            | Compensation |        |              |         | 
|                            |                                            |      |        |      |        |        |                     |            |              |        |              |         | 
|                            |                                            |      |        |      |        |        |                     |            |              |        |              |         |  |  | Securities |         | All Other
|                            |                                            |      | Fiscal |      | Salary |        | Bonus               |            | Underlying   |        | Compensation
|Name and Principal Position |                                            | Year |        | ($)  |        | ($)(1) |                     | Options(#) |              | ($)(2)
|                            |                                            |      |        |      |        |        |                     |            |              |       
|John T. Kernan              |                                            |      | 2002   |      |        | $      | 297,000             |            |              |        |              |         |  |  | 100,000    |         |           |   |         |        
|                            | Chief Executive Officer and                |      |        | 2001 |        |        | $                   | 272,000    |              |        |              |         |  |  |            |         |           |   |         |         | 
|                            | Chairman                                   |      |        | 2000 |        |        | $                   | 246,000    |              |        | $            | 100,000 |  |  |            | 125,000 |           |   |         |         | 
|Carl E. Zeiger              |                                            |      | 2002   |      |        | $      | 286,000             |            |              |        |              |         |  |  | 100,000    |         |           |   |         |        
|                            | President, Chief Operating                 |      |        | 2001 |        |        | $                   | 263,000    |              |        |              |         |  |  |            |         |           |   |         |         | 
|                            | Officer and Director                       |      |        | 2000 |        |        | $                   | 246,000    |              |        | $            | 100,000 |  |  |            | 125,000 |           |   |         |         | 
|Michael A. Sicuro (3)       |                                            |      | 2002   |      |        | $      | 198,000             |            |              |        |              |         |  |  | 100,000    |         |           |   |         |        
|                            | Senior Vice President, Chief               |      |        | 2001 |        |        | $                   | 3,000      |              |        |              |         |  |  |            | 300,000 |           |   |         |         | 
|                            | Financial Officer, Treasurer
and Secretary |      |        |      |        |        |                     |            |              |        |              |         |  |  |            |         |           |   |         |         | 
|Sandra K. Fivecoat          |                                            |      | 2002   |      |        | $      | 212,000             |            |              | $      | 70,000       |         |  |  | 100,000    |         |           | $ | 118,766 |        
|                            | Senior Vice President of                   |      |        | 2001 |        |        | $                   | 211,000    |              |        | $            | 107,500 |  |  |            | 20,000  |           |   | $       | 176,444 | 
|                            | Sales                                      |      |        | 2000 |        |        | $                   | 180,000    |              |        | $            | 60,000  |  |  |            | 100,000 |           |   | $       | 117,463 | 
|James M. Dredge (4)         |                                            |      | 2002   |      |        | $      | 244,000             |            |              | $      | 6,250        |         |  |  | 100,000    |         |           |   |         |        
|                            | Chief Executive Officer of                 |      |        | 2001 |        |        | $                   | 4,000      |              |        |              |         |  |  |            | 150,000 |           |   |         |         | 
|                            | Academic Systems                           |      |        |      |        |        |                     |            |              |        |              |         |  |  |            |         |           |   |         |         | 
|Susan B. Hardwicke(5)       |                                            |      | 2002   |      |        | $      | 205,000             |            |              | $      | 75,000       |         |  |  | 20,000     |         |           |   |         |        
|                            | President, Edutest and                     |      |        | 2001 |        |        | $                   | 87,000     |              |        |              |         |  |  |            | 35,000  |           |   |         |         | 
|                            | Executive Vice
President                   |      |        |      |        |        |                     |            |              |        |              |         |  |  |            |         |           |   |         |         | 



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|(1) |  | Bonuses were accrued under the Companys Management
Incentive Plan for 2002, 2001 and 2000, as indicated, and paid
during the following fiscal year.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Represents commissions paid.                                                                                                                        
|   
|   
|   
|   
|(3) |  | Mr. Sicuro was hired by the Company in January 2001.                                                                                                

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|(4) |  | Mr. Dredge was hired by the Company in January 2001.        
|--- |  | ------------------------------------------------------------
|   
|   
|   
|   
|(5) |  | Dr. Hardwicke resigned
from the Company on January 18, 2002.

Stock Option Grants And Exercises

The Company grants options to its executive officers under its 2000
Plan. As of April 30, 2002, options to purchase a total of 6,066,072
shares were outstanding under the 2000 Plan and the 1992 Stock Option
Plan, which the Company assumed from Academic Systems upon its acquisition
of Academic Systems, and options to purchase 1,334,607 shares remained
available for grant under the 2000 Plan. The Company no longer grants
options under the 1992 Stock Option Plan.

The following tables show for the fiscal year ended January 31, 2002,
certain information regarding options granted to, exercised by, and held
at year-end by, the Named Executive Officers:

Option Grants in Last Fiscal Year

|                      |  |                    |         |            |  |               |     |            |  |       |      |                |  |                  |           |                         |  |                      |        |  |  |  |         | 
|--------------------- |  | ------------------ | ------- | ---------- |  | ------------- | --- | ---------- |  | ----- | ---- | -------------- |  | ---------------- | --------- | ----------------------- |  | -------------------- | ------ |  |  |  | ------- | 
|                      |  |                    |         |            |  |               |     |            |  |       |      |                |  |                  |           |                         |  | Potential Realizable
|                      |  |                    |         |            |  | % of          |     |            |  |       |      |                |  |                  |           | Value at Assumed Annual
|                      |  |                    |         |            |  | Total Options |     |            |  |       |      |                |  |                  |           | Rates of Stock Price   
|                      |  | Number of          |         | Granted to |  |               |     |            |  |       |      |                |  | Appreciation for
|                      |  | Securities         |         | Employees  |  | Exercise      |     |            |  |       |      | Option Term(3)
|                      |  | Underlying Options |         | in Fiscal  |  | Or Base       |     | Expiration |  |      
|Name                  |  | Granted (#)(1)     |         | Year(2)    |  | Price ($/Sh)  |     | Date       |  | 5%($) |      | 10%($)        
|                      |  |                    |         |            |  |               |     |            |  |       |      |               
|John T. Kernan        |  |                    | 100,000 |            |  |               | 4.9 |            |  |       | 1.04 |                |  |                  | 8/1/2011  |                         |  |                      | 65,405 |  |  |  | 165,749 | 
|Carl E. Zeiger        |  |                    | 100,000 |            |  |               | 4.9 |            |  |       | 1.04 |                |  |                  | 8/1/2011  |                         |  |                      | 65,405 |  |  |  | 165,749 | 
|Michael A. Sicuro     |  |                    | 100,000 |            |  |               | 4.9 |            |  |       | 1.04 |                |  |                  | 8/1/2011  |                         |  |                      | 65,405 |  |  |  | 165,749 | 
|Sandra K. Fivecoat    |  |                    | 100,000 |            |  |               | 4.9 |            |  |       | 1.04 |                |  |                  | 8/1/2011  |                         |  |                      | 65,405 |  |  |  | 165,749 | 
|James M. Dredge       |  |                    | 100,000 |            |  |               | 4.9 |            |  |       | 1.04 |                |  |                  | 8/1/2011  |                         |  |                      | 65,405 |  |  |  | 165,749 | 
|Susan B. Hardwicke(4) |  |                    | 20,000  | (5)        |  |               | 1.0 |            |  |       | 1.04 |                |  |                  | 4/18/2002 |                         |  |                      | 1,040  |  |  |  | 2,080   | 



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|(1) |  | The options, other than Susan Hardwickes, will vest 100% five
years from the date of grant. The options will fully vest upon a
change of control, as defined in the Companys option plans, unless
the acquiring company assumes the options or substitutes similar
options. The Board of Directors has the ability to reprice the
options under the terms of the Companys option plans.                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Based on options to purchase 2,023,750 shares granted in fiscal
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|   
|   
|   
|(3) |  | The potential realizable value is calculated by assuming that
the stock price on the date of grant appreciates at the indicated
annual rate, compounded annually, for the entire term of the option
and that the option is exercised and sold on the last day of its term
for the appreciated stock price. These amounts represent certain
assumed rates of appreciation only, in accordance with the rules of
the SEC, and do not reflect the Companys estimate or projection of
future stock price performance. Actual gains, if any, are dependent
on the actual future performance of the Companys Common Stock and no
gain to the optionee is possible unless the stock price increases
over the option term, which will benefit all stockholders.
|   
|   
|   
|   
|(4) |  | Dr. Hardwicke resigned from the Company on January 18,
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|(5) |  | These options would have vested over a four year period, 25%
after one year and 2.777% of the remaining shares per month
thereafter. Dr. Hardwicke resigned from the Company on
January 18, 2002. Due to Dr. Hardwickes resignation, these options expire
without vesting.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values

|                      |  |                 |   |                 |  |                           |   |                           |  |                        |                |                      |  |  |              | 
|--------------------- |  | --------------- | - | --------------- |  | ------------------------- | - | ------------------------- |  | ---------------------- | -------------- | -------------------- |  |  | ------------ | 
|                      |  |                 |   |                 |  |                           |   |                           |  | Number of Securities   |                | Value of Unexercised
|                      |  |                 |   |                 |  |                           |   |                           |  | Underlying Unexercised |                | In-the-Money        
|                      |  |                 |   |                 |  |                           |   |                           |  | Options/SARs           |                | Options/SARs        
|                      |  | Shares Acquired |   | Value           |  | at FY-End (#)(2),(3)      |   | at FY-End ($)(2),(4)     
|Name                  |  | on Exercise (#) |   | Realized ($)(1) |  | Exercisable/Unexercisable |   | Exercisable/Unexercisable
|                      |  |                 |   |                 |  |                           |   |                          
|John T. Kernan        |  |                 |  |                 |  |                           |  |                           |  |                        | 63,762/162,501 |                      |  |  | 0/41,000     | 
|Carl E. Zeiger        |  |                 |  |                 |  |                           |  |                           |  |                        | 62,499/162,501 |                      |  |  | 0/41,000     | 
|Michael A. Sicuro     |  |                 |  |                 |  |                           |  |                           |  |                        | 75,000/325,000 |                      |  |  | 0/41,000     | 
|Sandra K. Fivecoat    |  |                 |  |                 |  |                           |  |                           |  |                        | 95,622/149,378 |                      |  |  | 0/41,000     | 
|James M. Dredge       |  |                 |  |                 |  |                           |  |                           |  |                        | 37,500/212,500 |                      |  |  | 1,641/45,922 | 
|Susan B. Hardwicke(5) |  |                 |  |                 |  |                           |  |                           |  |                        | 13,124/0       |                      |  |  | 0/0          | 



---

|(1) |  | Value realized is based on the fair market value of the
Companys Common Stock on the date of exercise minus the exercise
price (or the actual sales price if the shares were sold by the
optionee simultaneously with the exercise) without taking into
account any taxes that may be payable in connection with the
transaction.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Reflects shares vested and unvested at January 31, 2002.
Certain options granted under the 2000 Plan are immediately
exercisable, but are subject to the Companys right to repurchase
unvested shares on termination of employment.                                                                                              
|   
|   
|   
|   
|(3) |  | Includes both in-the-money and out-of-the-money options.
In-the-money options are options with exercise prices below the
market price of the Companys Common Stock at January 31, 2002.                                                                                                                                    
|   
|   
|   
|   
|(4) |  | Value at fiscal year end is equal to the market value of the
Companys Common Stock at January 31, 2002 of $1.45, minus the
exercise price of the options.                                                                                                                                                                        
|   
|   
|   
|   
|(5) |  | Dr. Hardwicke resigned from the Company on January 18, 2002.                                                                                                                                                                                                                                                                      

Employment, Severance and Change of Control Agreements

During the first quarter of fiscal year ending January 31, 2002,
several of the Companys executive officers entered into employment
agreements with the Company. Two forms of employment agreement were
entered into, Tier I and Tier II. In the agreements, each executive (i)
agreed to keep the Companys information confidential, (ii) agreed for one
year following the executives termination not to solicit any employee of
the Company to leave the Company, and (iii) agreed not to compete with the
Company while receiving any compensation from the Company. In connection
with the employment agreements, each executive also signed the Companys
standard form of Proprietary Information and Inventions Agreement. The
agreements also provide for severance payments as follows:

If the executive is terminated by the Company without cause or the
executive resigns with good reason (as the terms cause and good reason
are defined in the agreements), then the executive is entitled to: (i)
continuation of

6



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##### Table of Contents



salary, bonus and health insurance payments for eighteen months for
Tier I and nine months for Tier II following the cessation of employment;
and (ii) executive outplacement assistance.

If the executive is terminated by the Company without cause or
resigns with good reason during the three months prior to or within one
year following a change of control (as defined in the agreements) of the
Company, the executive is entitled to: (i) salary, bonus and health
insurance payments for 24 months for Tier I and 12 months for Tier II
following the termination, to be paid in a lump-sum; (ii) executive
outplacement assistance; and (iii) full acceleration of all options held
by the executive. In the case where the executive is terminated prior to
a change of control, the above benefits are effective as of the change of
control.

In addition to the Tier I and Tier II employment agreements entered
into in fiscal year 2002, Michael A. Sicuro entered into an employment
agreement with the same terms as the agreements above except for the
following:

If the executive is terminated by the Company without cause or the
executive resigns with good reason (as the terms cause and good reason
are defined in the agreements), then the executive is entitled to: (i)
continuation of salary, bonus and health insurance payments for twelve
months following the cessation of employment; and (ii) executive
outplacement assistance.

If the executive is terminated by the Company without cause or
resigns with good reason during the three months prior to or within one
year following a change of control (as defined in the agreements) of the
Company, the executive is entitled to: (i) salary, bonus and health
insurance payments for 18 months following the termination, to be paid in
a lump-sum; (ii) executive outplacement assistance; and (iii) full
acceleration of all options held by the executive. In the case where the
executive is terminated prior to a change of control, the above benefits
are effective as of the change of control.

Upon the Companys acquisition of Edutest, in June 2000, Dr. Susan B.
Hardwicke entered into a one year employment agreement in which she agreed
to keep the Companys information confidential and agreed not to compete
with the Company while receiving any compensation from the Company. In
connection with the employment agreement, she also signed the Companys
standard form of Proprietary Information and Inventions Agreement.

The following table sets forth the names of the executives that have
signed employment agreements, the date entered into, the base salary
provided for, and the form of the agreement:

|                   |  |                   |          |             |  |                   |         |  |  |         |  | 
|------------------ |  | ----------------- | -------- | ----------- |  | ----------------- | ------- |  |  | ------- |  | 
|EXECUTIVE          |  | DATE OF AGREEMENT |          | BASE SALARY |  | FORM OF AGREEMENT
|                   |  |                   |          |             |  |                  
|John T. Kernan     |  |                   | 03/01/01 |             |  | $                 | 285,000 |  |  | Tier I 
|Carl E. Zeiger     |  |                   | 03/01/01 |             |  | $                 | 275,000 |  |  | Tier I 
|James M. Dredge    |  |                   | 03/01/01 |             |  | $                 | 235,000 |  |  | Tier II
|Sandra K. Fivecoat |  |                   | 03/16/01 |             |  | $                 | 210,000 |  |  | Tier II
|Michael A. Sicuro  |  |                   | 01/29/01 |             |  | $                 | 200,000 |  |  | Other  
|Susan B. Hardwicke |  |                   | 06/22/00 |             |  | $                 | 150,000 |  |  | Other  

Report of the Compensation Committee of the Board of Directors on Executive Compensation(1)

During fiscal 2002, the Compensation Committee of the Board of
Directors (Committee) was composed of Mr. Breyer and Ms. Coppering,
neither of whom are currently officers or employees of the Company. The
Committee is responsible for establishing the Companys compensation
programs for all employees, including executives. For executive officers,
the Committee evaluates performance and determines compensation policies
and levels.



---

|(1) |  | The material in this report is not soliciting material, is not deemed
filed with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



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##### Table of Contents



Compensation Philosophy

The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract,
retain and reward executive officers and other key employees who
contribute to the long-term success of the Company and to motivate them to
enhance long-term stockholder value. Key elements of this philosophy
are:(i) the Company pays competitively with technology companies with
which the Company competes for talent. To ensure that pay is competitive,
the Company regularly compares its pay practices with these companies and
sets it pay parameters based on this review, (ii) the Company maintains
annual incentive opportunities sufficient to provide motivation to achieve
specific operating goals and to generate rewards that bring total
compensation to competitive levels and (iii the Company provides
equity-based incentives for executives and other key employees to ensure
that they are motivated over the long-term to respond to the Companys
business challenges and opportunities as owners and not just as employees.

Base Salary

The Committee annually reviews each executive officers base salary.
When reviewing base salaries, the Committee considers individual and
corporate performance, levels of responsibility, prior experience, breadth
of knowledge and competitive pay practices.

Annual Incentive

The Management Incentive Plan, an annual incentive award plan, is the
variable pay program for officers and other senior managers of the Company
to earn additional annual compensation. The actual incentive award earned
depends on the extent to which Company and individual performance
objectives are achieved. At the start of each year, the Committee and the
full Board of Directors review and approve the annual performance
objectives for the Company and individual officers. The Company
objectives consist of operating, strategic and financial goals that are
considered to be critical to the Companys fundamental long-term goal -
building stockholder value. For fiscal year 2002, these goals were: (i)
financial performance related to revenue;(ii) development and
implementation of an Internet strategy; and (iii) successful integration
of acquired businesses.

After the end of the year, the Committee evaluates the degree to
which the Company has met its goals and awards incentive compensation
based on each participants performance against objectives. Awards are
paid in cash, and distributions are made in March following the
performance year.

Long-Term Incentives

The Companys long-term incentive program consists of the 2000 Equity
Incentive Plan, and for Academic Systems the 1992 Stock Option Plan, which
the Company assumed with the closing of the acquisition. The option
program utilizes vesting periods (generally four years) to encourage key
employees to continue in the employ of the Company. Through option
grants, executives receive significant equity incentives to build
long-term stockholder value. Grants are made at 100% of fair market value
on the date of grant. Executives receive value from these grants only if
the Companys Common Stock appreciates over the long-term. The size of
option grants is determined based on competitive practices at leading
companies in the educational technology industry and the Companys
philosophy of significantly linking executive compensation with
stockholder interests.

Corporate Performance and Chief Executive Officer Compensation

Mr. Kernans
base salary at the end of fiscal year 2002 as Chief
Executive Officer and Chairman was $285,000. This
amount, in addition to the annual incentive provided by the Management
Incentive Plan, was estimated to provide an annual cash compensation level
at the average as compared to a selected group of technology companies.
In setting this amount, the Committee took into account (i) its belief
that Mr. Kernan is one of the CEOs of leading educational companies who
has significant and broad-based experience in the education technology
industry, (ii) the scope of Mr. Kernans responsibility, and (iii) the
Boards confidence in Mr. Kernan to lead the Companys continued
development.

8



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##### Table of Contents



Conclusion

Through the plans described above, a significant portion of the
Companys compensation program and Mr. Kernans compensation is contingent
on Company performance, and realization of benefits is closely linked to
increases in long-term stockholder value. The Company remains committed
to this philosophy of pay for performance, recognizing that the
competitive market for talented executives and the volatility of the
Companys business may result in highly variable compensation for a
particular time period.

| |  |                                                              
| |  | -------------------------------------------------------------
| |  | COMPENSATION COMMITTEE
James W. Breyer
Elizabeth R. Coppinger

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended January 31, 2002, James W. Breyer and
Elizabeth R. Coppinger served as members of the Companys Compensation
Committee. During that fiscal year, none of the Companys executive
officers or employees served as a director or as a member of the
compensation committee of any entity that has one or more executive
officers serving as a member of the Companys Board of Directors or
Compensation Committee.

Performance Measurement Comparison (1)

The following graph shows the total stockholder return of an
investment of $100 in cash on February 10, 2000 through March 31, 2002 for
(i) the Companys Common Stock, (ii) the Nasdaq Stock Market Composite
Index (the NASDAQ) and (iii) a peer group selected by the Company. All
values assume reinvestment of the full amount of all dividends and are
calculated as of the end of each period.

Comparison Of Cumulative Total Return on Investment Since February 10,
2000 (2)

(Performance Graph)

9



---



##### Table of Contents





---

|(1) |  | This section is not soliciting material, is not deemed
filed with the SEC and is not to be incorporated by reference in
any filing of the Company under the 1933 Act or the 1934 Act whether
made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Peer group index includes: Renaissance Learning, Inc. (RLRN)
{formerly Advantage Learning Systems, Inc. (ALSI)}; Scientific
Learning Corp. (SCIL); SmartForce (SMTF); Riverdeep Group (RVDP) and
rStar Corp. (RSTR) {formerly Zapme Corp. (IZAP)}.                                                              




Item 12. Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth certain information regarding the
ownership of the Companys Common Stock as of April 30, 2002 by: (i) each
director and nominee for director; (ii) each of the executive officers
named in the Summary Compensation Table; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the
Company to be beneficial owners of more than five percent of its Common
Stock.

The following table is based upon information supplied by officers,
directors and principal stockholders and Schedules 13D and 13G filed with
the Securities and Exchange Commission (the SEC). Unless otherwise
indicated in the footnotes to this table and subject to community property
laws where applicable, the Company believes that each of the stockholders
named in this table has sole voting and investment power with respect to
the shares indicated as beneficially owned. Applicable percentages are
based on 47,056,135 shares outstanding on April 30, 2002, adjusted as
required by rules promulgated by the SEC.

|                                                                 |                              |        |                      |                |                   |       |            |  |  |  |      |   | 
|---------------------------------------------------------------- | ---------------------------- | ------ | -------------------- | -------------- | ----------------- | ----- | ---------- |  |  |  | ---- | - | 
|                                                                 |                              |        | Beneficial Ownership
|                                                                 |                              |        |                     
|                                                                 |                              |        | Total                |                | Shares Acquirable |       |            |  | 
|                                                                 |                              |        | Number of            |                | within 60 days of |       | Percent of
|Beneficial Owner                                                 |                              | Shares |                      | April 30, 2002 |                   | Total
|                                                                 |                              |        |                      |                |                   |      
|Officers of the Company:                                         |                              |        |                      |                |                   |       |            |  |  |  |      |  
|John T. Kernan                                                   |                              |        | 1,633,397            |                |                   |       | 74,179     |  |  |  | 3.5  | %
|Carl E. Zeiger                                                   |                              |        | 1,361,416            |                |                   |       | 72,916     |  |  |  | 2.9  | %
|Michael A. Sicuro                                                |                              |        | 106,250              |                |                   |       | 106,250    |  |  |  | *    |  
|Sandra K. Fivecoat                                               |                              |        | 126,328              |                |                   |       | 109,686    |  |  |  | *    |  
|James M. Dredge                                                  |                              |        | 54,285               |                |                   |       | 53,124     |  |  |  | *    |  
|Susan B. Hardwicke(1)                                            |                              |        | 25,000               |                |                   |       |           |  |  |  | *    |  
|Directors of the Company:                                        |                              |        |                      |                |                   |       |            |  |  |  |      |  
|James W. Breyer(2)                                               |                              |        | 3,115,578            |                |                   |       | 3,652      |  |  |  | 6.6  | %
|                                                                 | Accel Partners               |        |                      |                |                   |       |            |  |  |  |      |   | 
|Jeffrey W. Brown(3)                                              |                              |        |                     |                |                   |       |           |  |  |  | *    |  
|                                                                 | Cox Communications, Inc.     |        |                      |                |                   |       |            |  |  |  |      |   | 
|Elizabeth R. Coppinger(4)                                        |                              |        |                     |                |                   |       |           |  |  |  | *    |  
|                                                                 | Sony Corporation of America  |        |                      |                |                   |       |            |  |  |  |      |   | 
|Barry J. Schiffman(5)                                            |                              |        | 1,269,900            |                |                   |       |           |  |  |  | 2.7  | %
|                                                                 | JAFCO America Ventures, Inc. |        |                      |                |                   |       |            |  |  |  |      |   | 
|Barrie Usher(6)                                                  |                              |        | 2,083,333            |                |                   |       |           |  |  |  | 4.4  | %
|                                                                 | Cinar Corporation            |        |                      |                |                   |       |            |  |  |  |      |   | 
|Beneficial owners of more than 5% of the
Companys common stock: |                              |        |                      |                |                   |       |            |  |  |  |      |  
|Liberty Digital, Inc.(7)                                         |                              |        | 4,060,836            |                |                   |       | 1,534      |  |  |  | 8.6  | %
|Kleiner, Perkins, Caufield & Byers VI(8)                         |                              |        | 3,062,143            |                |                   |       | 3,653      |  |  |  | 6.5  | %
|Accel Partners(2)                                                |                              |        | 3,115,578            |                |                   |       | 3,652      |  |  |  | 6.6  | %
|Microsoft Corporation(9)                                         |                              |        | 2,915,080            |                |                   |       | 1,298      |  |  |  | 6.2  | %
|All directors and officers as a group (10 persons)               |                              |        | 19,813,546           |                |                   |       | 426,292    |  |  |  | 42.1 | %



---

|* |  | Less than one percent.
|- |  | ----------------------

10



---



##### Table of Contents





|(1) |  | Dr. Hardwicke resigned from the Company January
18, 2002.                   
|--- |  | ----------------------------------------------------------------------------
|   
|(2) |  | Mr. Breyers business address is 428 University Avenue,
Palo Alto, CA 94301.
|   
|    |  | The shares shown as beneficially owned by Mr. Breyer
include:               



| |  |  | 2,271,960 shares held by Accel IV L.P., which
represents 4.8% of the total number of shares outstanding.                                                                                                                                                      
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 91,769 shares held by Accel Investors 93 L.P.,
which represents less than 1% of the total number of shares
outstanding;                                                                                                                                      
|
| |  |  | 47,125 shares held by Accel Keiretsu L.P., which
represents less than 1% of the total number of shares
outstanding;                                                                                                                                           
|
| |  |  | 602,921 shares held by Accel III L.P., and 3,141
shares that Accel III L.P. has the right to acquire on or
before May 30, 2002 by exercising a warrant it holds, which
represents 1.3% of the total number of shares outstanding;                             
|
| |  |  | 42,065 shares held by Accel Investors 92 L.P., and
219 shares that Accel Investors 92 L.P. has the right to
acquire on or before May 30, 2002 by exercising a warrant it
holds, which represents less than 1% of the total number of
shares outstanding; and
|
| |  |  | 56,086 shares held by Accel Japan L.P., and 292
shares that Accel Japan L.P. has the right to acquire on or
before May 30, 2002 by exercising a warrant it holds, which
represents less than 1% of the total number of shares
outstanding.                    



|    |  | Mr. Breyer shares voting and investment power over the shares held
by each of these entities. Mr. Breyer disclaims beneficial
ownership of these shares except to the extent of his pecuniary
interest therein.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Mr. Browns business address is 1400 Lake Hearn Dr. N.E.,
Atlanta, Georgia 30319.                                                                                                                              
|   
|(4) |  | Ms. Coppingers business address is 550 Madison Avenue,
33rd Floor, New York, New York 10022.                                                                                                                  
|   
|(5) |  | Mr. Schiffmans business address is 505 Hamilton Avenue,
Palo Alto, CA 94301.                                                                                                                                  
|   
|    |  | The shares shown as beneficially owned by Mr. Schiffman include:                                                                                                                                               



| |  |  | 521,559 shares held by U.S. Information Technology
Investment Enterprise Partnership, which represents 1.1% of
the total number of shares outstanding;   
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 521,559 shares held by U.S. Information Technology
#2 Investment Enterprise Partnership, which represents 1.1%
of the total number of shares outstanding;
|
| |  |  | 46,345 shares held by JAFCO G-7 (B) Investment
Enterprise Partnership, which represents less than 1% of the
total number of shares outstanding;          
|
| |  |  | 46,345 shares held by JAFCO G-7 (A) Investment
Enterprise Partnership, which represents less than 1% of the
total number of shares outstanding;          
|
| |  |  | 38,663 shares held by JAFCO R-2 Investment
Enterprise Partnership, which represents less than 1% of the
total number of shares outstanding;              

11



---



##### Table of Contents





| |  |  | 43,270 shares held by JAFCO JS-2 Investment
Enterprise Partnership, which represents less than 1% of the
total number of shares outstanding; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 52,159 shares held by JAFCO Co. Ltd., which
represents less than 1% of the total number of shares
outstanding.                                  



|    |  | Mr. Schiffman shares voting and investment power over the shares
held by each of these entities. Mr. Schiffman disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest therein.                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | Mr. Ushers business address is 1055, Blvd. René-Levesque
Est, Montreal, Quebec H2L 4S5, Canada. The shares shown as
beneficially owned by Mr. Usher include 2,083,333 shares held by
CINAR Corporation. Mr. Usher shares voting and investment power
over these shares. Mr. Usher disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest
therein.
|   
|(7) |  | The business address of Liberty Digital, Inc. is 12300
Liberty Blvd., Englewood, Colorado 80112.                                                                                                                                                                                                                                                                                         
|   
|(8) |  | The business address of Kleiner, Perkins, Caufield &
Byers VI is 2750 Sand Hill Road, Menlo Park, California 94025.                                                                                                                                                                                                                                                                      
|   
|(9) |  | The business address of Microsoft Corporation is One
Microsoft Way, Redmond, WA 98052.                                                                                                                                                                                                                                                                                                   




Item 13. Certain Relationships and Related Transactions

The following is a description of transactions occurring after
February 1, 2001 to which the Company has been a party, in which the
amount involved exceeds $60,000 and in which any director, executive
officer or holder of more than 5% of the Companys capital stock had or
will have a direct or indirect material interest, other than compensation
arrangements.

At the close of the Companys initial public offering (the
Offering) on February 15, 2000, CINAR purchased 833,333 shares of the
Companys common stock in a private placement that occurred concurrently
with the Offering at the initial public offering price of $12.00. The
Company also granted CINAR a warrant to purchase 500,000 shares of the
Companys Series E preferred stock (which became a warrant to purchase
250,000 shares of common stock at the close of the Offering) that will
vest upon the achievement of various agreed-to strategic goals. As part
of the Companys agreement with CINAR, Ronald A. Weinberg, CINARs
President and co-CEO, joined the Companys board. Mr. Weinberg resigned
from the Companys board on May 16, 2000 and was replaced by Mr. Usher,
President and Chief Executive Officer of CINAR.

At the close of the Companys Offering on February 15, 2000, Cox
Communications purchased $12.5 million of the Companys common stock, or
1,041,667 shares, in a private placement that occurred concurrently with
the Offering at the initial public offering price of $12.00. The Company
also granted Cox Communications a warrant to purchase 750,000 shares of
the Companys common stock at $10.00 per share that vested on February 15,
2001 resulting in the Company deferring $75,000 in stock based
compensation expense to be recognized over the six month life of the
warrant. As part of the Companys agreement with Cox Communications,
Thomas F. Nagel, Cox Communications Inc.s Vice President of Business
Development, joined the Companys board upon the close of the Companys
initial public offering. Mr. Nagel resigned from the board on March 31,
2000 and was replaced by Mr. Woodrow, Executive Vice President of Business
Development for Cox Communications, Inc. Mr. Woodrow resigned from the
board on August 17, 2000 and was replaced by Mr. Dallas S. Clement, Senior
Vice President of Strategy and Development for Cox Communications, Inc.
Mr. Clement resigned from the board on February 14, 2002 and was replaced
by Mr. Jeffery W. Brown, Director of Strategy, Development and Investments
for Cox Communications, Inc.

In the fiscal year ended January 31, 2002, the Company entered into
employment agreements with several of its officers. See Employment,
Severance and Change of Control Agreements for further detail.

12



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##### Table of Contents






PART IV




Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  The following exhibit is filed with this report.

|        |  |                                                    
|------- |  | ---------------------------------------------------
|Exhibit |  |                                                    
|Number  |  | Description                                        
|        |  |                                                    
|23.1    |  | Consent of Ernst & Young LLP, Independent Auditors.

13



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 30th day of May, 2002.

|             |  |                                                   
|------------ |  | --------------------------------------------------
|             |  | Lightspan, Inc.                                   
|            
|             |  | By: /s/ CARL E. ZEIGER                            
|             |  |                                                   
|             |  | Carl E. Zeiger,
President, Chief Operating Officer
|May 30, 2002 |  | and Director                                      

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John T. Kernan and
Carl E. Zeiger and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments to this Annual
Report on Form 10-K/A and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities on the dates
indicated.

|                                                   |  |                                                                     |  |             
|-------------------------------------------------- |  | ------------------------------------------------------------------- |  | ------------
|Signature                                          |  | Title                                                               |  | Date        
|                                                   |  |                                                                     |  |             
|/s/ JOHN T. KERNAN

John T. Kernan                 |  | Chief Executive Officer and Chairman(Principal Executive Officer)   |  | May 30, 2002
|                                                  
|/s/ CARL E. ZEIGER

Carl E. Zeiger                 |  | President, Chief Operating Officer,
and Director                    |  | May 30, 2002
|                                                  
|/s/ MICHAEL A. SICURO

Michael A. Sicuro           |  | Chief Financial Officer(Principal Financial and Accounting Officer) |  | May 30, 2002
|                                                  
|/s/ JAMES W. BREYER

James W. Breyer               |  | Director                                                            |  | May 30, 2002
|                                                  
|/s/ BARRIE USHER

Barrie Usher                     |  | Director                                                            |  | May 30, 2002
|                                                  
|/s/ BARRY J. SCHIFFMAN

Barry J. Schiffman         |  | Director                                                            |  | May 30, 2002
|                                                  
|/s/ JEFFREY W. BROWN

Jeffrey W. Brown             |  | Director                                                            |  | May 30, 2002
|                                                  
|/s/ ELIZABETH R. COPPINGER

Elizabeth R. Coppinger |  | Director                                                            |  | May 30, 2002

14