ITC Learning Acquires Assets of Product Supplier.

HERNDON, Va.--(BUSINESS WIRE)--Aug. 24, 1998--ITC Learning Corp. (NASDAQ:ITCC) ("ITC") announced today that it is acquiring the assets of Mentor Networks Inc. of Halifax, Nova Scotia ("Mentor").

Mentor had been placed in Receivership by its secured lender, the Nova Scotia Business Development Corporation ("NSBDC") (See ITC Press Release dated August 12, 1998). The purchase price of approximately US$2,000,000 includes a combination of cash (approximately US$700,000), a five-year note (US$1,300,000) and certain future royalty payments based on the ongoing performance of the Mentor assets. The acquisition is expected to be completed prior to the end of August. ITC invested US$1 million of equity capital in Mentor in January.

The assets acquired include interactive multimedia desktop PC Skills for the Microsoft Office Suite of products and training for Call Centers and management skills. The development team is already at work developing the next generation of the PC Skills products that will be leading edge in the industry, based upon their expanded capabilities in the area of networking and Internet delivery.

The Halifax operations will be combined with ITC's Toronto-based marketing offices to form ITC Canada Ltd., which will be under the direct management of Wendy G. Berney, Vice President of ITC. Ms. Berney has been leading ITC's sales, marketing and business development activities in Canada since joining the Company in January of this year. Ms. Berney has been associated with ITC since 1994 as a Business Alliance Partner. Her previous experience includes serving as Executive Vice President of Future Skills Interactive Multimedia Training Systems, a subsidiary of International Business Schools, Inc. ("NASDAQ--IBSDF"), one of the largest private vocational institutions in Canada, and as Director of Sales for Tele-Direct (Publications), a $500 million subsidiary of Bell Canada.

Carl D. Stevens, President and CEO of ITC, stated, "We are very pleased to have been able to transform a negative situation into this positive outcome. ITC has been working with the Mentor development team since last year to create a best-of-breed family of PC skills and were in the process of rolling out a new version of the products at the time of the receivership. We are now in position having acquired the assets of Mentor, to exploit the markets for network-based multimedia training products and the increasing demand for professional skills training represented by the Mentor Professional Series. In addition, ITC expects and welcomes the cooperation and support of the NSBDC in making its expanded Canadian-based operations both technically and financially successful."

Stevens further added, "The full integration of these products gives ITC a complete offering for PC Skills training and desktop support. Combining the technical development capabilities of ITC Canada with those from the recent acquisition of iNEX (See ITC Press Release dated June 23, 1998) gives ITC the strongest possible technology to enable delivery of all of its content to users via the Internet and corporate intranets. The acquisition and integration further indicates ITC's commitment to meeting customers' needs for total training solutions through technology-driven products and services."

ITC Learning Corporation develops and markets workplace training solutions for business, education and government and is headquartered in Herndon, Virginia. With over 5,000 organizations worldwide using ITC's products to improve employee productivity and skills, ITC is recognized for excellence in quality and customer support. ITC provides complete administrative software and over 600 courses of CD-ROM, intranet and Internet delivered multimedia training on such topics as Personal Computer Skills, Business Productivity, Information Technology Services, Regulatory Compliance, Industrial Technical Skills and Basic Literacy Skills. The Company's stock is traded on NASDAQ -- ITCC.

The matters described herein contain forward looking statements that are pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements involve a number of risks and uncertainties including, but not limited to, economic, competitive, governmental and technological factors outside the control of the Company. For a more detailed description of ITC and the risk factors facing the Company, please refer to the Company's SEC filings, including its annual report on Form 10-KSB for the fiscal year ended December 31, 1997 and its quarterly reports on Form 10-Q for the current fiscal year.

In addition to the risks and uncertainties that exist with ITC and Mentor's business operations, the acquisition includes risks that the integration of operations, technologies and products might not occur as planned or as anticipated.

CONTACT: ITC Learning, Herndon

Carl Stevens, President & CEO

Chris Mack, CFO, 800/638-3757 or 703/713-3335