Provant Enters into Agreement Regarding Sale of Star Mountain Business.

Business Editors

BOSTON--(BUSINESS WIRE)--Feb. 19, 2004

Provant, Inc. (POVT.PK) announced today that it has entered into an agreement to sell its Star Mountain business to FPMI Solutions, Inc., an affiliate of a Washington, DC based private equity firm with in excess of $200 million under management. The purchase price consists of $30.6 million in cash, a portion of which will be paid at closing and a portion of which will be deferred. The deferred payment, which may be increased by up to $0.5 million if certain conditions are met, is payable at specified times during the twenty months after the closing and is subject to the indemnification rights of the purchaser under the agreement.

The transaction is structured as a sale of assets and assumption by the purchaser of certain current liabilities of Star Mountain and other specified liabilities. The transaction requires approval by the stockholders of Provant, the consent of major creditors of Provant and Star Mountain, and satisfaction of other customary closing conditions. The transaction is scheduled to close promptly following receipt of stockholder approval.

Quarterdeck Investment Partners, LLC acted as financial adviser to Provant in connection with the transaction.

Additional information is available on Provant's website at www.provant.com.