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ClubCom and Cardio Theater Merge

PITTSBURGH & ATLANTA (August 24, 2001) - On August 17, 2001, ClubCom and Cardio Theater successfully completed a merger of the two companies resulting in Cardio Theater becoming a wholly owned subsidiary corporation of ClubCom. The Cardio Theater shareholders, most notably Tony de Leede, have become shareholders of the ClubCom parent corporation. The transaction, estimated to be valued at $10 million, results in the integration of the fitness industry's leading entertainment hardware manufacturer with the nation's leading broadcasting company for place-based communities. The merger also consolidates within one organization the E-Zone installation base that was purchased by ClubCom and Cardio Theater earlier this year.

"It's a perfect match. The integration of ClubCom, Cardio Theater and E-Zone provides a fully compatible entertainment, club promotions and advertising solution." Mark Smith, CEO of Town Sports International, a key network partner of ClubCom.

"The merger represents a synergistic convergence of hardware and content," states Thomas G. Lapcevic, the Chairman and CEO of ClubCom. "The result is a standardized entertainment platform for the fitness industry that systematically integrates the
powerful attributes of ClubCom programming with Cardio Theater and E-Zone hardware technologies. This compatibility significantly enhances the media and advertising opportunities we can offer to our health club partners."

ClubCom is a leading provider of private television networks for place-based communities with an emphasis on commercial health clubs. It provides network services for many of the nation's leading health club organizations with a current installation base in excess of 600 facilities. ClubCom currently has a major media presence in several of the nation's top designated market areas and expects to have concentrated coverage in each of the nation's top ten markets by the middle of 2002. It is financially backed by some of the world's leading institutional funds including Draper Triangle, an affiliate of Draper Fisher Jurvetson, and Residex B.V. Venture Capital Network, part of the Achmea Group of the Netherlands.

Cardio Theater is the fitness industry's leading manufacturer of interactive entertainment systems with more than 6,000 health club installations. It pioneered the development of the industry's entertainment sector in 1989 and continues to set technological standards for the health club industry. Cardio Theater offers a complete spectrum of entertainment hardware solutions including wireless interactive audio systems and E-Zone personal viewing screens. In each case, proprietary technologies are being developed and incorporated to enhance the viewer documentation and interaction for ClubCom programming and maximum revenue generation for health clubs.

"It's really quite simple. ClubCom is rapidly changing the future of an important sector of our industry and we wanted to be a participant not merely a spectator," states Tony de Leede, President of Cardio Theater and CEO of Fitness First Australia, and who is now a significant shareholder of ClubCom. "From a health club operator's perspective, ClubCom's value proposition is exceptional. Our due diligence revealed that the ClubCom financial model, for itself and its health club partners, is nothing short of remarkable. We have been afforded the enormous advantage of seeing where ClubCom is going in the future. We are developing our products accordingly."

"The merger results in tremendous synergies," claims Michael Stubler of Draper Triangle. "From ClubCom's perspective, it has secured a highly respected and very profitable hardware partner. From Cardio Theater's perspective, it has secured a broadcasting partner with proven revenue models and an absolutely stunning network delivery system. It's definitely a win-win for each party."

"It's another great move by ClubCom. It offers facilities tremendous efficiencies while installing their ClubCom networks." Kirk Galiani, CEO of Gold's Gym International.

"The future direction of ClubCom and Cardio Theater is right on track. They're quickly creating opportunities that in the past were only conceptual." Kevin D. Steele, Ph.D Vice President of Health Services and Corporate Accounts for 24 Hour Fitness.

"It makes selecting entertainment hardware much easier knowing it's fully compatible with ClubCom's broadcasting and business programs. You're not installing outdated technologies." Will Dabish, CEO of PowerHouse Gyms International.

"It's good for the industry. Now one source can provide entertainment hardware and launch your television network." Geoff Dyer, CEO of Lifestyle Family Fitness.

"It's a natural combination. It makes our entertainment solution simple." David Patchell-Evans, CEO of Good Life Fitness.

"Many facilities are like ours. We already have Cardio Theater and E-Zone and we're about to launch our private media network through ClubCom. It will be great working with just one company." Joe Cirulli, Gainesville Health & Fitness Center.

ClubCom Contact:
Cardio Theater Contact:
Julie Rush (412) 787-2221
Meredith Swain (770) 973-3798