NEWS RELEASE

BrainPOP Armed Forces Movie Explains
U.S. National Defense to Kids

New York, N.Y., April 9, 2003 – BrainPOP (www.BrainPOP.com), the leading producer of animated Math, English and Science movies for K-12, launched a new Armed Forces movie to answer the questions: What are the United States Armed Forces and what are their duties?

In the past two weeks, BrainPOP characters have received many emails from kids, some of whom have parents serving overseas in Operation Iraqi Freedom. In a 3-minute animated short, BrainPOP's Armed Forces movie outlines the specialized training and mission of each armed services division. With coverage of the war in Iraq dominating the daily news, BrainPOP explains the role of U.S. troops overseas, and highlights the differences between armed forces divisions: the Army, Navy, Air Force, Marines, Coast Guard and Reserves.

"It's important to have a practical movie that explains the Armed Forces in a format geared specifically towards kids," said BrainPOP CEO, Avraham Kadar. "This movie does not give opinions about war, rather it explains the US National Defense organization in an effort to make kids aware of the role of our Armed Forces in times of peace and conflict."

BrainPOP is showcasing its Armed Services movie online at www.BrainPOP.com and through educational media partners such as AOL@SCHOOL. "At AOL@SCHOOL, we are proud to offer BrainPOP's animated movies about the Armed Forces as part of our special feature package that provides kid-friendly content and trusted resources for teachers to help address the war on Iraq in the classroom," said Mark Nixon, Executive Director, AOL@SCHOOL. "It is important to provide a straightforward, educational movie to help kids better understand the role of our country's armed forces."

About BrainPOP

Headquartered in New York City, BrainPOP is the leading producer of animated educational movies for K-12. Each month 1.5+ million kids watch BrainPOP movies and exchange messages with a dynamic cast of five characters who lead the user through related activities, interactive quizzes and games, comic strips and experiments. Ten percent of US school districts subscribe to BrainPOP.com and integrate it into their lessons, as part of the curriculum they deliver everyday. BrainPOP has developed partnerships with McGraw-Hill, National Geographic, AOL@SCHOOL, Yahoo! and The Washington Post. BrainPOP has won multiple education and media awards including; The Flash Film Festival 2003 & 2001, District Administration Curriculum Award 2002, Forbes Best of the Web 2002 & 2001.

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CONTACTS:

Yves Saada, BrainPOP
115 West 30th Street - Suite 200,
New York, NY 10001
212-689-9923 x.11 / yves@brainpop.com

Tracy Williams
AOL Corporate Communications
703-265-1876