Noah is a leading provider of interactive education content in China. The Company develops and markets interactive, multimedia learning materials. The majority of Noah’s offerings are designed to complement prescribed textbooks used in China’s primary and secondary school curriculum, covering subjects such as English, Chinese, mathematics, physics, chemistry, biology, geography, political science and history. Noah delivers content primarily through handheld digital learning devices, or DLDs, into which content is embedded or subsequently downloaded at over 8,500 points of sale, approximately 2,000 download centers, or through the Company website, www.noahedu.com. In addition, the Company derives a small portion of revenue from interactive electronic dictionaries, or e-dictionaries. In July 2007, Noah began operating after-school tutoring centers, leveraging its experience and brand to capture more opportunities in the supplemental education market. As of March 31, 2008, the Company had opened 10 after-school tutoring centers. In February 2008, the company announced the launch of a new strategic marketing initiative, called Access Noah, which partners Noah directly with public schools across China.

Noah DLDs are built on a proprietary NP-iTECH software platform. As of March 31, 2007, Noah held five domestic patents and submitted eight domestic and one international patent applications related to NP-iTECH technology. NP-iTECH technology supports and integrates mainstream multimedia formats, and enables content developers to efficiently design and assemble multimedia content elements.

As of March 31, 2008, Noah had developed a collection of more than 35,000 courseware titles. Noah develops courseware titles based on standardized textbooks and other print-based content that are licensed from leading domestic and international educational publishers, including Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press and Riverdeep Interactive Learning Limited. Noah’s content is produced by a team of approximately 100 full-time and more than 400 part-time producers, editors and graphic artists. To ensure the quality and efficacy of content, the Company has established a “Teachers’ Alliance” to assist in designing courseware. The Teachers’ Alliance consists of approximately 250 experienced teachers and 17 education experts from more than 100 top schools in 15 provinces throughout China.

Noah’s latest products, the NP1100 and NP1200 DLDs, cover nine academic subjects, include over 600,000 searchable test questions in mathematics, physics and chemistry in practice question databases, and host 5,000 sample compositions and nearly 24,000 e-books. They also feature innovative functions including Noah’s newly developed graphic calculator technology, Pocket English and Riverdeep Fun Mathematics. Noah continues to expand content offerings through in-house content development and partnerships with leading content providers both domestic and international.

In June 2006, Noah launched its website for downloading learning materials to DLDs, and has since introduced web 2.0 features to the site, such as online communities, chat rooms and bulletin boards. The website continues to serve as a launching pad for marketing efforts, further diversification of content delivery platforms and growing Noah’s user community.

Access Noah is a key recent development for Noah and a major competitive advantage for the company. Noah has formed exclusive partnerships with a few hundred primary and middle schools across China. These partnerships allow Noah to go into schools and teach students how to use DLDs and also allow the Company to put supplemental education content onto the school computer systems and multimedia equipment. From inside the schools, Noah is working hand-in-hand with traditional curricula, enabling students and teachers to gain a much better understanding of the depth and breadth of Noah’s content offerings and giving the company direct and continual access to millions of students in its target market. From an R&D standpoint, Noah is able to leverage this program to study the needs, wants and learning habits of students enabling the company to build content and materials from these insights, creating products that directly meet the changing educational needs of students and teachers. Access Noah is a cornerstone of Noah’s strategy to expand as a full spectrum education company. On and off campus, Noah can tie together all offerings; products, content and services, into a comprehensive educational package that is presented directly to the target audience creating a community of learning centered on the Noah brand.