Chrysalis Ventures and KB Partners Co-Lead $6.45 Million Investment in Compliance and Ethics Sector

LOUISVILLE, KY (May 25, 2004) Louisville-based Chrysalis Ventures and Chicago-based KB Partners announced today that they have co-led a $6.45 million equity investment in Compliance and Ethics Learning Solutions, Inc. (CELS), a Chicago-based holding company comprised of experienced corporate training professionals brought together specifically to target the compliance training sector. Other co-investors in the financing include CID Equity Partners and OCA Ventures.

CELS used proceeds from this initial financing to fund a merger with Midi, Inc., a Princeton, New Jersey-based provider of compliance and ethics eLearning programs to corporate enterprises. Terms of the Midi investment were not disclosed.

Midi, a nearly 20 year old company with dozens of blue-chip corporate clients, designs and develops high-end, online interactive multimedia compliance training software. The company produces both custom and off-the-shelf online training programs, and offers a core suite of 30 compliance and human resources courses covering over 100 topics including areas such as Sarbanes-Oxley, anti-bribery, anti-money laundering, Federal Acquisition Regulations, harassment, insider trading, and diversity. Tracking and reporting capabilities also allow companies to monitor employees’ progress and completion rates.

According to Bob Saunders, Managing Director of Chrysalis Ventures, “In the post Enron, Tyco, and Worldcom environment, the compliance and ethics learning space has become the most attractive opportunity in the corporate training sector. When you couple this growing industry with such an impressive and proven management team, we believe this investment is a strong fit with Chrysalis’ education and training investment strategy.”

Robert Garber, KB Partners Managing Director, added, “Midi has received 24 industry awards for the quality of its learning content solutions, and has built an impressive customer list in a highly fragmented industry. We are excited about Midi’s future growth potential in the corporate learning space.”

Bette Tomaszewicz, who will serve as Midi’s CEO, brings 28 years of diverse experience in the compliance training and corporate eLearning industries. “With the increased focus on compliance – including the new sentencing guidelines with their greater emphasis on the importance of effective training – this is an important time in our industry,” say Ms. Tomaszewicz. “This infusion of capital will allow Midi to expand its capabilities significantly in terms of new products and services.” Jack Noon, Midi’s founder, will continue to be an integral part of the senior management team.

Chrysalis Ventures, KB Partners, CID Equity Partners, and OCA Ventures will all have board representation.

About Midi
Midi, Inc. designs and develops high-end, interactive multimedia compliance training software, with an emphasis on Internet and intranet technologies. Our experience – more than 19 years working for Fortune 500 companies and federal and state agencies – has led to numerous awards and recognition for our work. For more information, please visit www.midicorp.com.

About Chrysalis Ventures
Founded in 1993, Chrysalis Ventures is a leading source of equity capital for young growth companies in the Southeast and Midwest. Chrysalis invests primarily in early-stage and expansion-stage companies in healthcare information technology and services, media and communications, and education and training. Based in Louisville, Kentucky, Chrysalis has more than $200 million under management and has made investments in over 40 companies. For more information, please visit www.chrysalisventures.com.

About KB Partners
KB Partners is a leading Chicago-based venture capital firm focused on investments in early-stage technology companies in the Midwest. Founded in 1996, KB Partners manages two venture funds totaling in excess of $95 million that target opportunities in the hardware/software, communications, medical and industrial industries. For more information, please visit www.kbpartners.com.

About CID Equity Partners
CID Equity Partners, founded in 1981, is a leading provider of private equity and debt financing to high growth companies throughout the Mid-America region. From offices in Indianapolis, Indiana, Chicago, Illinois, and Columbus, Ohio, the firm is actively managing seed, venture and mezzanine capital funds which together total nearly $440 million. Industries of interest include Information Technology, Life Sciences, Business Services and Manufacturing. For more information, please visit www.cidequity.com.

About OCA Ventures
OCA Ventures is a multi-stage venture capital firm headquartered in Chicago, Illinois. OCA invests in early-stage and expansion-stage companies with a focus on technology. Along with its predecessor entity, OCI Investments, OCA Ventures manages slightly less than $40 million of investment capital. For more information, please visit www.OCAVentures.com.