Blackboard Co-Founder Invests in Outdoor Gear for Kids — Internet Based, Specialty Retailer

Saratoga Springs, New York — Upside Over Inc. (http://www.upsideover.com) today announced the successful completion of private equity financing with Stephen Gilfus, a leading D.C. internet entrepreneur with experience in growing hi-tech online companies.

“Mr. Gilfus is exactly the type of investor Upside Over has been looking for,” said Upside Over’s President and CEO Peter Dean. “Beyond committing the financial resources necessary to help fuel Upside Over’s expansion, Stephen knows how to grow online companies smartly and will be a fantastic addition to our management team.”

A Co-Founder of Blackboard, Inc., Mr. Gilfus is Upside Over’s lead angel investor and will join the Company’s Board of Directors. Blackboard Inc. (NASDAQ: BBBB) is a leading provider of enterprise software applications and related services to the education industry. Founded in 1997, Blackboard enables educational innovations everywhere by connecting people and technology. Millions of people use Blackboard everyday at academic institutions around the globe, including colleges, universities, K-12 schools and other education providers, as well as textbook publishers and student-focused merchants that serve education providers and their students. Blackboard is headquartered in Washington, D.C., with offices in North America, Europe, Australia and Asia.

“In late 2006, I began searching for a fast growing start-up that I thought had the team and technology necessary to make it big in a growing niche marketplace,” said Stephen. “Upside Over, with its emphasis on providing technical outdoor gear and clothing to kids and active families, while leveraging advanced technology for online retailing, met every one of my criteria. It clearly stands out as one of the most promising young Internet specialty retail companies.”

Upside Over is a leading provider of high quality and hard to find outdoor gear for kids and active families. Its focus is to inspire, educate, and equip kids with products that allow them to explore a variety of technical outdoor activities such as climbing, hiking, camping, paddling, and cycling.

According to Upside Over’s President Peter Dean, “Upside Over’s private equity financing will allow the Company to accelerate the expansion of its internet presence, enhance product inventory, and develop educational affiliations, while meeting what has been an amazing market demand. Mr. Gilfus’ business background and experience in the educational marketplace aligns with our company’s mission to provide the best possible gear for kids while educating a new generation on outdoor activities.”

Since April 2006, Upside Over has been developing its online specialty retail business to meet the demands of the growing marketplace for outdoor gear for kids. Upside Over only distributes select products from manufacturers that provide technical clothing and outdoor gear that meet certain requirements. Products must be of high quality, comfortable, and environmentally safe and provide parents with a sense of safety, security and comfort for their kid’s enjoyment of outdoor activities.

“We are solely focused on supporting active families and getting kids involved in the outdoors by providing high quality, dependable gear and clothing for kids,” said Cynthia Dean, company co-founder. “We are creating industry affiliations to assist in business development and support our mission of getting kids involved in the outdoors and are excited about the value that Mr. Gilfus brings to our business.”

The company exists in one of the fastest growing areas of specialty retailing, the outdoor kid’s market. Its online presence is located at www.upsideover.com and the company’s headquarters and warehouse are located in Saratoga Springs, N.Y.

Upside Over – Kids Outdoor Gear and Clothing