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VIVENDI UNIVERSAL GAMES ANNOUNCES SALE OF KNOWLEDGE ADVENTURE

LOS ANGELES (October 5, 2004) - Vivendi Universal Games (VU Games) today announced the sale of its Knowledge Adventure educational software business, including its titles JumpStart, Mathblaster and others, to Knowledge Holdings, Inc., a company formed by Azure Capital Partners and Telesoft Partners, two Bay Area venture capital firms. Financial terms of the deal were not disclosed.

VU Games will continue global sales and distribution responsibilities for Knowledge Adventure titles.

"The divestiture of these educational software titles is part of VUG's strategy in the U.S. to focus our business on games," said VU Games CEO Bruce Hack. "The agreement with Azure and Telesoft is positive for VU Games and Knowledge Adventure, as it will enable both parties to focus on building their respective core strengths."

"Azure and TeleSoft are really excited to become investors in Knowledge Adventure," said Azure General Partner Michael Kwatinetz. "We expect the combination of great brands, renewed investment in products and marketing, and a team focused on the educational software market to make Knowledge an Adventure for millions of children."

A leader in children's educational software, Knowledge Adventure develops and publishes interactive content for PCs and console systems. The studio is best-known for its acclaimed educational software franchises, JumpStart Learning System and Blaster Learning Series.

About Azure Capital Partners

Azure Capital Partners is a leading venture capital firm based in San Francisco with over $500 million under management. Azure invests in communications, software and other information technology companies. The Azure team brings to bear a unique experience and knowledge base that bridges the gap between the operating challenges of a start-up and the strategic realities facing entrepreneurs that aspire to build large successful companies. In two of the past three years Azure's portfolio has generated the largest venture-backed acquisition in the software industry. For more information, visit http://ww.azurecap.com

About TeleSoft Partners

TeleSoft Partners is a venture capital firm focused on next generation communications and information technology companies. Based in Silicon Valley, TeleSoft manages capital commitments of $625+ million and focuses on Semiconductors, Systems, Software and Services companies. Over the last decade, TeleSoft and its principals have funded and helped build 50+ portfolio companies resulting in 20+ acquisitions and IPOs. Example portfolio companies include Bombay Cellular (acquired by Hutchison), Catamaran (acquired by Infineon), Cerent (acquired by Cisco), Internet Photonics (acquired by Ciena), iWitness (acquired by Zantaz), Kymata (acquired by Alcatel), Lara (acquired by Cypress), Promatory (acquired by Nortel), VxTel (acquired by Intel), as well as the initial public offerings, for example, of Omnipoint, OSI, Provide Commerce, and SigmaTel. TeleSoft's corporate partners are AllTel and Bechtel in the U.S., Deutsche Telekom in Europe, and Comverse in Israel. For more information, visit http://www.telesoftvc.com.

About Vivendi Universal Games

Headquartered in Los Angeles, VU Games is a leading global developer, publisher and distributor of multi-platform interactive entertainment. Its development studios and publishing labels include Blizzard Entertainment, Sierra Entertainment, Fox Interactive and Massive Entertainment. VU Games' library of over 700 titles features multi-million unit selling properties such as Warcraft®, StarCraft®, Diablo® and World of WarcraftTM from Blizzard Entertainment®; Crash Bandicoot®, Spyro The DragonTM, Empire Earth®, Leisure Suit LarryTM, Tribes® and Ground Control®.

VU Games Press Contact:

Leslie Hollingshead

(310) 431-4533

leslie.hollingshead@vugames.com

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