AOL and Warner Bros. Announce ''In2TV,'' New Broadband Network on AOL.com, Delivering the Largest Offering of Long-Form Television Programming Online

Thousands of episodes from some of the most popular televisionseries of all time will make a comeback exclusively on AOL.com(http://www.aol.com) in early 2006, thanks to a pioneeringcollaboration between AOL and Warner Bros. Domestic Cable Distributionto form a new broadband network. The network- called In2TV - willallow consumers to stream full-length episodes from favorite seriessuch as Welcome Back Kotter, Sisters, Beetlejuice, Lois & Clark, LaFemme Nikita and Growing Pains free and on-demand on the Web. Alongwith full-length episodes, In2TV will also include unique interactivefeatures such as games, quizzes, polls, trivia contests and more.

This first-of-its-kind interactive video experience demonstratesthe impact of broadband--now in 53% of U.S. households*--on thetelevision industry, as broadband provides a new platform fortelevision assets on the Internet.

This treasure trove of television programming will serve as acornerstone of the AOL.com website's commitment to deliveringbroadband video through AOL Video on Demand (http://www.aol.com/video)and AOL Video Search (http://www.aol.com/videosearch andhttp://www.aolsearch.com), as well as through AOL Television(http://www.aol.com/television), the number one television destinationonline**. AOL's Video Search engine is one of the industry's mostcomprehensive video search tools, drawing from the industry-leadingAOL Video on Demand archive of more than 18,000 licensed andoriginally produced assets and over 1.5 million video assets on theInternet indexed through AOL's Singingfish.

"With In2TV, we are enabling Web users to experience and interactwith television programming in an entirely new way, and creating a newdistribution platform for TV content," said Kevin Conroy, ExecutiveVice President, AOL Media Networks. "This is an exciting new way toexperience these shows, allowing Web users to enjoy what they want,when they want it. We view this collaboration as trulytransformational and yet another demonstration of our commitment tomaking our next-generation AOL.com portal the best destination forvideo on the Web."

"Our goal is to be a leader in offering consumers unique andinnovative entertainment options so that they can have as many choicesas possible when it comes to choosing content. This deal with AOL is agreat example of moving in that right direction," said KevinTsujihara, President, Warner Bros. Home Entertainment Group. "We lookforward to continuing to work with AOL on this and other excitingentertainment offerings as new platforms and markets are embraced byconsumers."

"This service will bring an unprecedented collection of popular TVseries to a totally new platform, revolutionizing the distribution oftelevision programming. It will enable users the opportunity to beentertained and to interact with the programming that hasgroundbreaking interactive features," said Eric Frankel, President,Warner Bros. Domestic Cable Distribution. "Visitors will be able toprogram their own personal network, making it a TV lover's dream cometrue."

These series will be offered in a new DVD quality video formatcalled "AOL Hi-Q." This new technology, which builds upon AOL'sindustry-leading online video experience, enables high resolution,full-screen viewing. It will be made available free to any broadbanduser (along with standard-quality streaming). AOL.com is the firstmajor portal to offer this kind of high quality video experience toconsumers.

In2TV will leverage the unique capabilities of the online medium,allowing broadband consumers to experience, enjoy and interact withthese series in a variety of ways. The In2TV site will organize the TVseries into six genre-themed channels, listed below. (Additionalchannels will be launched at a later date.) Fans will also be able tosearch the series by show titles, cast names, and other key words andphrases. This programming will be combined with highly engaging andinteractive editorial, promotional and game content. Fans can enjoyspecial interactive features, including:

-- "Starchives" - Episodes featuring stars before they were stars, including Brad Pitt on Growing Pains, and Jay Leno on Alice

-- "Punchlines" - Great viral comedy clips

-- "TV Karaoke" - Sing-alongs with favorite TV show themes

-- "Classic Creme de la Creme" - Showcase of the most memorable episodes of a given series

-- "Betcha Didn't Know!: The Ultimate TV Quiz" - Fans can test their TV trivia skills

-- "RetroRunway" - Fashion from TV series

-- "StarFavs" - Stars' favorite episodes

-- "Where Are They Now?" - Find out where your favorite stars are now

-- AIM interviews with cast members

-- Month long salutes to specific series, stars, and genres with extensive episodes available online and numerous interactive features. Examples could include "Kotter-thon" and "Teri Hatcher-A-Thon"

In2TV will also provide 88 interactive experiences in the firstyear built around specific shows. Examples of these interactiveexperiences could include unlocking additional material like a famousmartial artist commenting on the mysteries of Shaolin in the Kung Fuseries, or testing a viewer's intricate and arcane knowledge onsubjects as diverse as the complex world of Babylon 5 or the 80's inconjunction with an iconic show like Growing Pains.

In2TV will provide AOL's advertisers with compelling videoinventory for instream broadband advertising as well as opportunitiesfor sponsorships and accompanying banner ads. Video ads, 15-second and30-second spots, will be limited to a total of 1-2 minutes within each30-minute episode as compared to 8 minutes of advertising on broadcasttelevision.

The six channels, and a sampling of the shows fans can find withinthem, follow. A complete list of the series included in the program isattached.

LOL TV: Laugh out Loud with this channel that will feature WelcomeBack Kotter, the Emmy-nominated series that launched the career ofJohn Travolta and outperformed The Mary Tyler Moore Show and 60Minutes. Even its theme song by John Sebastian climbed to #1. Fanswill also find Chico and the Man, where Freddie Prinze broke newground for Latinos on TV alongside Emmy-winner Jack Albertson, as wellas Perfect Strangers, featuring the foibles of cousins Balki andLarry, in a show that helped to establish ABC's "TGIF" lineup andranked #1 in every time period it aired. Plus, Hangin' with Mr.Cooper, an ABC hit which ranked #1 in its time period on Tuesdays andagain when it moved to Fridays, as well as Head of the Class, whichdebuted on ABC as a Top 10 sitcom.

Dramarama TV: This channel will showcase great dramatic seriesranging from the five-time Emmy-nominated Sisters, starring Emmywinner Sela Ward, to Falcon Crest, one of primetime's juiciest soapsthat was a Friday night staple on CBS for nine seasons. Drama fanswill also find Scarecrow and Mrs. King, the Golden Globe-nominated andEmmy-winning series co-starring Bruce Boxleitner and former "Angel"Kate Jackson, along with TV icon Robert Urich in Spenser: For Hire,which was so beloved by fans that it spun off four made-for-cablemovies. Plus, Eight is Enough, the Emmy-nominated series starring DickVan Patten that ranked in ABC's Top 10 for season after successfulseason.

Toontopia TV: Top-rated animation comes to life with Beetlejuice,the animated adaptation of Tim Burton's hit movie that ransuccessfully for multiple seasons on both Nickelodeon and CartoonNetwork. The channel will also feature animated favorites such asDaytime Emmy-winning Freakazoid, as well as fellow DaytimeEmmy-winners Pinky and the Brain and Histeria!, both executiveproduced by the legendary Steven Spielberg. Plus, there's The NewAdventures of Batman, featuring the voices of Adam West and Burt Wardfrom the live action series.

Heroes and Horrors TV: Sci-fi and horror fans will be riveted bythis channel that includes Lois & Clark: The New Adventures ofSuperman, which was a Top 10 program on ABC for three seasons,starring Dean Cain and Golden Globe-winner Teri Hatcher of DesperateHousewives, along with every episode of Babylon 5, the EmmyAward-winning syndicated science fiction series so popular thatstations aired it twice a day. Plus, there's Freddy's Nightmareshosted by the maniacal Freddy Krueger (Robert Englund), the star ofthe hit film series "Nightmare on Elm Street," and the adventures ofWonder Woman starring Lynda Carter, which was consistently a Top 20series across two networks, airing on both ABC and then on CBS. PlusV, where resistance fighters must stop "Visitors" from invading Earth.

Rush TV: This channel will feature action-adventure favorites suchas La Femme Nikita, which enjoyed an enormous cult following aswitnessed by over 300 websites dedicated to its star, Peta Wilson, andthe show. Fans will also find the Emmy-winning and GoldenGlobe-nominated series Kung Fu, which dominated Thursday nights in itsbroadcast run catapulting ABC to #1 in the time period with key demos.In addition, fans can re-discover The Adventures of Brisco County Jr,a fan favorite that built its time period on FOX and went on to be aTop 10 series on TNT for three consecutive seasons. Other series inRush TV will include 2001's The Fugitive, Dark Justice and more.

Vintage TV: This channel will feature Growing Pains, theEmmy-winning sitcom that lasted an incredible seven seasons, turningKirk Cameron into a teenage heartthrob (receiving 10,000 fan letters amonth) and featuring a young actor by the name of Leonardo DiCaprio.Plus, there's Alice, which ranks among an elite group of sitcoms toair for nine successful seasons. Honored with multiple Golden GlobeAwards, it consistently ranked as a Top 10 network series on broadcastand attracted a broad audience of both men and women. Plus, fans willalso find F Troop, which became a top rated hit on Nick@Nite after asuccessful run on ABC, as well as Emmy-nominated Maverick, which wasvoted "The Best Western of the 1950s" by TV Guide. Other Vintage TVseries will include fan favorite The F.B.I.

About America Online, Inc.

America Online, Inc. and its subsidiaries operate a leadingnetwork of Web brands and the largest Internet access subscriptionservice in the United States. Brands include the AOL(R) service, theAOL.com(R) website, and the AIM(R), MapQuest(R), Moviefone(R),Netscape(R), CompuServe(R) and ICQ(R) services. America Online offersa range of digital services including the TotalTalk(R) voice service.The company also has operations in Canada and Europe. America Online,Inc. is based in Dulles, Virginia, and is a wholly owned subsidiary ofTime Warner Inc.(TWX)

About Warner Bros. Domestic Cable Distribution

Warner Bros. Domestic Cable Distribution is the leading supplierof programming to the pay television and basic cable marketplaces.WBDCD licenses, markets and distributes top quality programming to adozen broadcast networks, 30 pay TV, over 100 basic channels andnumerous HD networks.

*Pew Internet Project Survey, May 2005

**ComScore Media Metrix, Sept. 2005

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List of In2TV Series at Launch*

Adventures of Brisco County Jr.
Alice
Babylon 5
Beetlejuice
Chico and the Man
Dark Justice
Eight is Enough
F Troop
The F.B.I.
Falcon Crest
Freakazoid
Freddy's Nightmares
The Fugitive
Growing Pains
Hangin' with Mr. Cooper
Head of the Class
Histeria!
Kung Fu
La Femme Nikita
Lois & Clark: The New Adventures of Superman
Maverick
The New Adventures of Batman
Perfect Strangers
Pinky and the Brain
Scarecrow and Mrs. King
Sisters
Spenser: For Hire
V
Welcome Back, Kotter
Wonder Woman

*More series will be added to this list over the course of the year.