THE ORCHARD SIGNS LOOKOUT! RECORDS TO EXCLUSIVE DISTRIBUTION DEAL

March 22, 2004

World’s Leading Supplier of Independent Music Will Supply Lookout!’s Catalog to Digital Music Services including eMusic, iTunes, Rhapsody/Real Networks, Napster/Pressplay, Music Net/AOL, Music Match and Buy Music Lookout! Artists Include: Green Day, The Donnas, Operation Ivy, Rancid, The Mr. T Experience And Many More

New York, NY —MARCH 22, 2004—The Orchard, the world's leading supplier of independent music, today announced an exclusive distribution partnership with Lookout! Records , the pioneering independent record label and premier source for punk rock. Through The Orchard's unmatched distribution network, Lookout! artists such as Green Day, The Donnas, Operation Ivy, Rancid, The Mr. T Experience , and many more will be digitally distributed to all the legal digital music services in the United States and Europe. In this latest move, Lookout! Records, which has successfully supplied its catalog to eMusic for almost four years, will now take advantage of the full range of services offered by Dimensional Associates Inc.'s trio of companies, eMusic, eMusicLive and The Orchard.

"Everyone at The Orchard and eMusic is proud that our companies have been selected to digitally distribute one of the greatest independent labels in the world," said Greg Scholl, Managing Director of Dimensional Associates and CEO of The Orchard. "Chris, Molly and the whole Lookout! Records team are at the forefront of music and technology, and we all see the world in the same way. Along with making the fantastic Lookout! catalog available everywhere digital music is legally sold, we will work hand-in-hand with them to help promote and break their developing acts through our unique platform of independent music companies: The Orchard, eMusic, and eMusicLive. Once again, a leading independent taste-maker has chosen eMusic and The Orchard to build their digital distribution and retail business".

"Lookout! Records' philosophy has always been to make our music available through every possible outlet, mom and pop store, mail order, chain store and beyond," said Chris Appelgren , President Lookout! Records. "Through a new partnership with eMusic, (whom we've already been partners with for nearly four years now in their online subscription service), and The Orchard, we will now make our catalog available to all the existing online retailers and emerging ones. eMusic and The Orchard have the experience and know-how to make sure that our artists are available everywhere they can and should be."

About The Orchard

The Orchard ( www.theorchard.com ), based in New York and London , is the largest distributor of non-major label music in the world. The Orchard currently represents more than 130,000 tracks spanning a multitude of musical genres, including Blues and R&B, Country, Classical, Children's, Christian, Electronic, Folk, Hip Hop/Rap, Jazz, Latin, Metal, New Age, Pop, Punk, Rock, Seasonal and World Music. The songs were supplied to The Orchard by over 2,500 record labels and thousands of artists from 48 countries.

About eMusic

eMusic ( www.eMusic.com ) is the world's leading independent music subscription service. Through agreements with more than 950 premier independent record labels, eMusic offers an expanding collection of over 300,000 MP3s for download. Unlike every other music service, subscribers own the music they purchase, with no usage requirements or tethers to restrict their ability to listen to their music when they want to, on whatever device they want to use.

About eMusicLive

eMusicLive ( www.emusiclive.com ) is the world's largest aggregator of live music, capturing performances each day by new and established artists from its exclusive nationwide network of the country's best independent clubs and concert halls, including legendary venues like The 9:30 Club in Washington , DC ; The Metro in Chicago ; First Avenue in Minneapolis ; and Toad's in New Haven . eMusicLive delivers its shows to customers on-demand, 24 hours a day, 7 days a week.

About Dimensional Associates, Inc.

Dimensional Associates, Inc., is the Rye, New York-based private equity arm of JDS Capital Management, Inc. Its portfolio companies include eMusic, The Orchard and eMusicLive (formerly Digital Club Network).

About Lookout! Records

Lookout! Records ( www.lookoutrecords.com ) was born with the release of four EPs in early 1988. Originating in the unlikely pop melodic-rooted California Bay Area, East Bay punk emerged with driving, frantic urgency to become its own genre, deeply and permanently impacting American punk music. Lookout! Records quickly established itself as the premier source of punk rock from the Bay Area, working with significant early punk bands like Green Day, Operation Ivy, Crimpshrine, Isocracy, Samiam, Neurosis, Blatz, Filth, the Queers and issued the first 7" release from Rancid. The label's current roster includes Ted Leo, The Mr. T Experience, The Oranges Band, Communiqué, The Washdown, The Reputation, Black Cat Music and more.