AOL Acquires Userplane

Company's Industry-Leading Web-Based Chat & Instant MessagingServices Will Expand the AIM Network, Serve Social NetworkingAudiences and Emerging Online Communities

AOL LLC today announced that is has acquired Userplane(http://www.userplane.com) of Los Angeles, CA, a pioneer in communitynetworking software that develops and markets easy-to-use, Web-basedchat and instant messaging tools that can be quickly deployed andseamlessly integrated into a variety of Web services.

The agreement with AOL was signed on July 28th and closed lastweek. Financial terms of the deal were not disclosed.

Userplane - originally founded in 2001 by Michael Jones, NateThelen and Javier Hall - has licensed its chat technology to more than100,000 Web sites and online communities, and has a presence in morethan 25 countries. Key customers include MySpace.com, Honda, Date.com,Spark, IGN, Tagged, Red Bull, Marvel Comics, and others. Userplane'swide network of online communities includes social networking anddating websites, blogs, and niche communities.

Userplane offers its Web-based chat and instant messaging servicesunder three business models. There is a monthly licensing model inwhich customers pay fees based on usage, a free model in whichUserplane represents the resulting advertising inventory, and a hybridmodel through which licensed clients can also place Userplane'sadvertising inventory on their site and share in the proceeds.

Userplane users spend an average of at least 20 minutes engaged inthe Userplane experience per visit, which enables Userplane to providerich advertising space - including streaming audio and video. Becausethe Userplane experience is fundamentally user-centric, advertiserscan precisely target their audience based on user profiles anddemographics. The trend-setting and early-adopting 18-35 demographicis best represented among Userplane's large and rapidly growing userbase.

"Userplane will expand and extend the reach and relevance of theAOL(R) instant messaging franchise, while continuing to provide socialnetworking audiences and specialized communities with brandableclients tailored to meet their needs," said Ted Leonsis, vice chairmanand president, AOL Audience Business. "We are extremely pleased towelcome Userplane's entrepreneurial leaders and talented technologiststo AOL, and we look forward to offering optional federation toUserplane communities with our global network of 83 million AOL,AIM(R) and ICQ(R) users."

"We couldn't have asked for a better partner than AOL and itsindustry leading AIM service," said Michael Jones, Userplane'sco-founder and CEO. "Our entire team sees this as an excellent time toalign with AOL. Our expertise in web applications and onlineadvertising allows us to fit directly with their new strategy. We willleverage AOL's tools and network, continuing to integrate Userplaneinto communities globally and support their growth."

Instant messaging is one of the three most popular Internetactivities in the United States -- after email and search -- and is akey driver of user engagement. As the nationwide leader in instantmessaging, AOL's growing IM community is a syndicated and opendeveloper platform that supports social networking, delivers advancedvoice, video and collaboration services, and provides consumers witheasy access to popular content and programming.

Userplane and its 12 employees will continue to be based in theLos Angeles, CA area. It will operate as a wholly-owned subsidiary ofAOL.

Userplane is AOL's third announced acquisition of 2006, followingLightningcast, Inc. in May and Truveo, Inc. in January. Other recentcorporate acquisitions by AOL include Music Now, LLC, Weblogs, Inc.,Xdrive, Inc. and Wildseed, Ltd. - all in 2005.

For more information on Userplane, please visit(http://www.userplane.com).

About AOL

AOL and its subsidiaries operate a leading network of Web brandsand the largest Internet access subscription service in the UnitedStates. Web brands include the AOL.com(R) website, AIM(R), MapQuest(R)and Netscape(R). AOL offers a range of digital services in the areasof education, safety and security, communications and music. Thecompany also has operations in Europe and Canada. AOL LLC is amajority-owned subsidiary of Time Warner Inc. (NYSE:TWX) and is basedin Dulles, Virginia.

About Userplane

Userplane (legal entity is 'Totekasche Holdings, Inc.' doingbusiness as Userplane) is the world's premier communication platformfor online communities. The company's hosted applications enableinstant community and communication for websites of any scale andaudience. The combination of instant and elegant with robust andpowerful has made the platform a must-have for thriving sitesworldwide - supporting millions of daily users. Founded in 2001 bylong-time partners Michael Jones, Nate Thelen, and Javier Hall,Userplane is a diverse and talented team headquartered in Los Angeles,CA.