ATOMFILMS AND USC FIRST MAJOR FILM SCHOOL TO SIGN EXCLUSIVE ONLINE DISTRIBUTION DEAL

USC School of Cinema-Television teams-up with AtomFilms for exclusive online promotion and distribution of 100 famed short film titles

SEATTLE - February 15, 2000 -- AtomFilms (www.atom.com), the pioneer and recognized leader in next-generation entertainment, announced today that it has finalized a first-ever, exclusive, online distribution deal with the USC School of Cinema-Television. Per the agreement, USC will provide AtomFilms with exclusive online distribution rights for the next 18 months to 100 student titles from the illustrious film school's catalog, including shorts from famed alumni George Lucas and Robert Zemeckis. AtomFilms plans to promote the USC catalog from its award-winning Web site via the "USC Cinema Yearbook" (usc.atomfilms.com) set to launch today, designed to showcase the shorts in their entirety to Atom's online community.

According to Larry Auerbach, Associate Dean of Student-Industry Relations, the AtomFilms deal marks a major Internet first for USC's School of Cinema-Television. "Affiliating with AtomFilms enables the school to achieve a couple of goals. First, it gives our talented students a worldwide public venue for showcasing their work, which for them and us is very exciting. Secondly, licensing the rights to AtomFilms allows us to expedite archiving our 75 year-old film collection. That should make film historians and fans alike very happy."

USC has long considered an Internet presence for its student films, which number in the thousands. However, to date it has taken a conservative approach to jumping on the cyberspace bandwagon, seeking a partner that has the financial, promotional and distribution resources to give its collection the maximum benefit on all three fronts. Says Auerbach, "At the end of the day, AtomFilms best fit our criteria in moving on to the Internet."

"USC is a giant in the industry and we're proud to be partnering with them to deliver this collection of truly outstanding short films and animations to a global audience for the first time, said Heather Redman, senior vice president, strategy and development at AtomFilms. "This is a significant commitment by USC and it marks an important milestone in the history of quality entertainment on the Internet."

"Among the 100 titles to which AtomFilms has exclusive rights are a number of student films that have appeared in and won awards at a host of prestigious film festivals," adds Sandrine Cassidy, USC School of Cinema-Television's Director of Festivals and Distribution.

The USC Cinema Yearbook, a dedicated spotlight on the AtomFilms Web site, was designed to chronicle the work of student filmmakers from one of the world's greatest film institutions over the past several decades. The section will offer bi-weekly film premieres and profiles of career-launching shorts by influential filmmakers such as Lucas, Zemeckis, and others. The section will launch with 20 graduate thesis shorts and will expand to showcase more than 100 never-before-seen short films. For the first time, film lovers everywhere will have instant access to one of the world's most influential and established cinema institutions, experiencing the work of a crop of talented filmmakers at the start of their careers, and gaining a deeper understanding of the merits of a film-school education.

About AtomFilms
AtomFilms is a leading next generation entertainment company focused on redefining the way entertainment is created, distributed, marketed and consumed. AtomFilms has the largest catalog of award-winning animation and live-action entertainment available. A loyal supporter of independent filmmakers and animators, AtomFilms has built a platform for artists seeking worldwide distribution. AtomFilms markets and distributes high-quality short form entertainment to more than 80 partners and to audience's worldwide, with significant presence on major Internet sites, broadband services, television, airlines, home entertainment companies and more recently, handheld and wireless devices. A popular Web destination that is ranked among Media Metrix's top twenty entertainment sites, the two time Webby Award winner in Film and Broadband, AtomFilms was recently selected as the "Forbes Magazine Favorite" short film Web site. AtomFilms was also sited as one of the top ten most trafficked movie-related sites by Entertainment Weekly, and was rated "Best of the Web" for online entertainment by U.S. News & World Report. An independent company founded in 1998, AtomFilms has offices in Seattle, Los Angeles, New York and London. More information about AtomFilms can be found on the Internet at www.atom.com.

About USC School of Cinema-Television
The USC School of Cinema-Television was established in 1929 as a collaboration between the University and the Academy of Motion Picture Arts and Sciences. Graduates of the School of Cinema-Television have gone on to hold key creative and/or production positions in 8 of the 10 all-time highest-grossing films as well as many Academy Award-winning pictures. Recent Academy Award competitions brought alumnus Walter Murch double Oscars for his editing and sound work on The English Patient, nine nominations for David Wolper's L.A. Confidential and four Oscars to alumni for Titanic including producer Jon Landau's Best Picture award. In previous years Forrest Gump was nominated in thirteen categories, winning both Best Picture and Best Director Oscars for Robert Zemeckis. Additional alumni successes include Ron Howard and producer Brian Grazer who are responsible for such hits as Apollo 13 and Ransom among other films, and perhaps the School's most well-known alumnus, George Lucas, who has helped rewrite the history of modern motion pictures with the Star Wars saga and the popular Indiana Jones series.