REDWOOD CITY, Calif. - November 9, 2000 - SmartForce (Nasdaq: SMTF), the world's largest e-Learning company, announced today that KeepSmart, a leader in providing continuing and mandatory education to professionals in accounting, law, real estate and engineering, has selected SmartForce to provide the infrastructure to support KeepSmart's new e-Learning strategy. Under the multimillion dollar agreement, SmartForce will create a branded website to host KeepSmart's e-Learning offerings, and SmartPros, Ltd. will standardize on SmartForce's infrastructure and e-Learning content development tools and methodologies.

KeepSmart will use the SmartForce e-Learning infrastructure to develop e-Learning based on KeepSmart content in accounting, law, real estate and engineering. Both SmartForce and KeepSmart will market and sell these solutions through their direct sales forces and other channels. KeepSmart will also bundle SmartForce's generic IT, e-Business and other e-Learning content into its e-Learning solutions for customers in its vertical markets. Through the agreement, SmartForce is expanding its offerings in new content areas that are critical to many of its enterprise customers, and KeepSmart is dramatically accelerating its entry into e-Learning.

KeepSmart will leverage SmartForce's new e³ e-Learning application infrastructure, the industry's first and only object-based e-Learning application infrastructure, to support its e-Learning strategy. (For more information about SmartForce's e³ e-Learning application infrastructure, see SmartForce's 11-8-2000 press release.)

Our products and services include the most current and educationally sound content available in the CPE and licensing-exam-preparation markets. They provide a cost-effective solution to an organization's CPE and exam-preparation needs and are convenient, efficient and easy to use. KeepSmart product lines such as the Financial Management Network use streaming video and learning tools to bring highly renowned industry leaders from around the country directly to the professional's desktop. KeepSmart's courses are highly interactive and offer frequent opportunities for practice in the form of quizzes, simulations and exercises. In addition, we provide comprehensive administrative tools and customized capabilities for organizations, with features such as registration functions, assessment, and tracking of course completion, user performance, and CPE credits earned.

"Migrating our business to e-Learning is our single most important strategic business initiative, and our selection of an e-Learning partner was therefore mission critical," said Dr. William Grollman, President and CEO of KeepSmart. "After an exhaustive examination of the space, it became apparent that the only real choice was SmartForce."

"We are gratified that KeepSmart has selected SmartForce to provide the infrastructure to support its e-Learning strategy," said Greg Priest, president and CEO of SmartForce. "But equally important is that our partnership with KeepSmart will provide us a whole new range of e-Learning offerings for our existing customer base, as well as creating access to a whole new category of customers."

About SmartForce e-Learning
SmartForce e-Learning provides the architecture that over a thousand global enterprises are using today to implement e-Learning strategies that support their mission critical strategic business initiatives. SmartForce e-Learning is based on SmartForce's e³ application infrastructure, the industry's first and only object-based e-Learning infrastructure. SmartForce e-Learning encompasses the largest body of e-Learning content in the world, and a fully integrated student environment, learning management system and a range of custom content creation and publication tool.

About SmartForce
SmartForce, the world's largest e-Learning company, provides integrated enterprise e-Learning solutions. SmartForce e-Learning is available as a fully hosted Internet environment through an Internet rental model. With more than 2,500 major corporate customers, SmartForce e-Learning solutions bring the power of the Internet to the critical training business process. The SmartForce e-Learning environment is also used by leading Internet, software and other companies to provide the infrastructure to support their e-Learning initiatives. SmartForce is quoted on the NASDAQ National Market under the symbol "SMTF." The company, which has more than 1,500 employees worldwide, has corporate headquarters at 900 Chesapeake Drive, Redwood City, Calif., 94063. Phone: 650.817.5900. Fax: 650.817.5061. Web site: www.SmartForce.com.

About KeepSmart
KeepSmart is a leader in online and offline continuing education for professionals. With over 2,200 hours of content, KeepSmart has been providing continuing and mandatory educational products since 1981. KeepSmart has experts in the fields of Corporate Accounting, Public Accounting, Law, Real Estate and Engineering. KeepSmart provides relevant, critical and timely information and content to its professional and corporate clients, in a variety of media including web, CD ROM, video and instructor-led.

KeepSmart provides continuing education, including CPE, CLE, CE, PDH, and CPD to its customers, which include 45% of the Fortune 500, as well as the major firms and associations in each of its vertical markets. Some of the well established SmartPros, Ltd. professional products include: FMN and FMN Online, PE Exam Review Course for Civil Engineers, Floyd Wickman Courses, CPA Report, Safe R+: Reinforcement Based Safety, Lawline, the Frustrated Agent's Guide and Sweathogs. KeepSmart has offices in New York City, Tampa, Detroit, Irvine, and Tyson Corners Virginia, has its headquarters at 12 Skyline Drive, Hawthorne, NY 10532. Phone: 914.345.2620. Fax: 914.345.2660.