X0201 42003-12-090 0001130950 EXCELLIGENCE LEARNING CORP LRNS 0001140418 EDUCATIONAL SIMON LLC 310 SOUTH ST MORRISTOWN NJ 07962 0001See footnote (2).Common Stock, par value $.01 per share2003-12-094J02912806.0000D29436.0000DOn December 9, 2003, the reporting person effected a distribution of 2,912,806 of the issuer's shares of common stock, par value $.01 per share, held by the reporting person to its members pro rata in accordance with each such member's ownership interest in the reporting person and without any payment required on the part of such members.The reporting person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the issuer's outstanding common stock.EDUCATIONAL SIMON, L.L.C. By: /s/ Christine W. Jenkins, its Vice President2003-12-10