For Immediate Release

PASSALONG NETWORKS TO POWER VTRACKS — VARSITY MEDIA GROUP'S NEW ONLINE DIGITAL MUSIC STORE

Innovative Technology and Teen Entertainment Media Companies to Announce Partnership at DEMXPO


FRANKLIN, Tenn. — November 30, 2005 — PassAlong Networks, developer of innovative technologies for digital music, and Varsity Media Group, Inc., an entertainment media company dedicated to teenagers worldwide, today announced at DEMXPO in Los Angeles that PassAlong Networks will power VTracks.PassAlong.com — Varsity Media Group's online digital music offering featured at VarsityTV.com, one of the fastest growing teen communities on the Internet.

"We are excited to be working with Varsity Media Group to help expand their entertainment offering to include digital music," said Dave Jaworski, CEO and Co-Founder of PassAlong Networks. "By powering VTracks.PassAlong.com, we will provide VarsityTV.com members with an experience that is community-based, with the ability to share digital music in our unique and legal Passing-and-Points environment."

Starting today, VarsityTV.com members will have access to more than 1.1 million available tracks licensed by PassAlong from major record labels and independent catalogs.

"Through this initiative, we are able to continue to provide teens with a place they can go to experience entertainment on their own terms," said Kelly Hoffman, Varsity Media Group's CEO and Founder. "Music is a key component in the lives of teens who take pride in discovering new bands and sharing them with their friends. By working with PassAlong Networks, we are confident that we'll be able to meet our members' needs by providing them a platform to showcase their own music alongside compelling content from major record labels and independent catalogs."

PassAlong Networks CEO, Dave Jaworski and Varsity Media Group, Inc. CEO, Kelly Hoffman will be assembling and moderating a panel of teen singer-songwriters and movie makers at DEMXPO on November 30th from 10:45am – 11:30am in the West Side Room of the Hyatt Regency Century Plaza Hotel.

About PassAlong Networks
PassAlong Networks provides content creators, labels and studios with solutions that revolutionize the way people experience digital entertainment. Its B2B2C technology platform — p2pREVOLUTION™ — includes a suite of private-label applications that enables clients to offer a world-class digital music experience ranging from fully customizable, web services enabled solutions to the newly launched affiliate program which enables organizations to quickly and cost-effectively build a co-branded online digital music community through PassAlong.com. All PassAlong powered digital music stores provide the end consumer with 1.6 million licensed songs, more than 1.1 million available songs, and the industry standard Passing-and-Points™ program. The second component of p2pREVOLUTION, FREEDOM™, provides cross-platform, multi-format interoperability, security, rights protection, and media empowerment for both content creators and content users. Founded in 2002, PassAlong Networks is privately held and based in Franklin, Tenn. For more information visit http://www.passalongnetworks.com.

About Varsity Media Group
Varsity Media Group, Inc. is an entertainment media company dedicated to teenagers worldwide that delivers relevant programming and content via the Internet and mobile devices as well as traditional platforms including television and video on demand (VOD). Since 1999, Varsity Media Group has been a pioneer in user-created content in linear television and VOD platforms, and earlier this year became the first programmer to provide user-created content for mobile devices. Varsity Media Group's content features teen created video and professionally produced sports series, reality shows, dramas, comedies, music shows, animation and films and is available on VarsityTV.com, Varsity Mobile, Varsity TV and Varsity On Demand. Varsity Media Group's collective offerings allow teens to customize and personalize entertainment on the screen and device of their choice. For more information, visit http://www.VarsityTV.com.

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PR Contact:
Mike Manning
Connors Communications
212.798.1418
mike@connors.com

PR Contact:
Todd Stoller
Varsity Media Group, Inc.
512.527.2500
tstoller@varsitymediagroup.com