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Gaiam, Revolution Living, LIME Media Enter Into Strategic Relationship
WASHINGTON, and BROOMFIELD, Colo., Aug. 4 /PRNewswire-FirstCall/ -- Gaiam, Inc. , the lifestyle media company founded by Jirka Rysavy that caters to people who value personal development, natural health, and inspirational entertainment; Revolution Living LLC, a company founded by Steve Case to invest in businesses that promote healthy and balanced living; and LIME Media, the multi-platform television and radio media network, today announced a multi-faceted strategic relationship designed to accelerate mainstream acceptance of the LOHAS (lifestyles of health and sustainability) markets.

Rysavy, the founder of Gaiam, and Case, the founder of Revolution Living, are both experienced in building new concepts into Fortune 500 companies as Rysavy did with Corporate Express and Case with AOL. The transaction creates an alliance that will be at the forefront of delivering media and products to people seeking to live healthier, more balanced lives. Gaiam, the long-time leader in this emerging market, recently announced an agreement to acquire GoodTimes Entertainment, which is expected to bring its annual revenue to over $200 million. Revolution Living, founded earlier this year, has previously acquired the controlling interest in Miraval: Life In Balance, the nation's highest rated resort destination spa company, and Wisdom Media, recently re-branded to LIME Media.

"We are pleased to be able to make an investment in Gaiam, which under Jirka's bold direction has established a leadership position in this growing market," said Steve Case, Chairman of Revolution. "We believe we're nearing a tipping point as more and more people seek healthier, more balanced lives, and this alliance with Gaiam, alongside our existing investments in Miraval and LIME, position Revolution Living well to capitalize on the opportunity."

"I'm pleased to partner with Steve who has also experienced both the joy and challenges of launching a new paradigm. I believe that combining our companies' forces will not only create the leading brands in the LOHAS market but will help expand the market itself," said Jirka Rysavy, Chairman and Chief Executive Officer of Gaiam. "Steve's interest in LOHAS is another sign that this market is now on the brink of mainstream acceptance."

"Gaiam excels in both mass market and non-traditional retail distribution within the home entertainment sector. We are thrilled to partner with them as our home video and DVD distributor as we re-launch LIME later this year with new programming in all media platforms," said C. J. Kettler, CEO of LIME Media.

"This alliance will continue to expand the reach of Gaiam programming and in concert with the GoodTimes acquisition will allow us to reach a more mainstream audience," said Lynn Powers, President of Gaiam. "I look forward to working with LIME Media and Revolution to drive synergies across these various businesses."

Under the terms of the transaction, Revolution Living will initially invest $20 million in Gaiam to acquire 2.5 million newly issued unregistered shares. This initial valuation represents approximately the 30 trading day average price for Gaiam shares. Revolution Living has a subsequent option to purchase shares from Rysavy, at which point Revolution Living and Rysavy would have the same ownership stake and voting rights and Case will join the Gaiam Board of Directors. The parties will also execute a shareholder agreement providing, among other things, for a standstill regarding the buying and selling of Gaiam shares for at least four years and an optional buy-sell agreement.

Simultaneously, Gaiam will commit $7 million to purchase a minority interest in LIME Media, the leader in cable television and radio broadcasting focused on personal growth, spiritual development, healthy living, and sustainability, in which Revolution Living holds a controlling interest.

In addition to the investments, Gaiam and LIME are entering into a series of cross marketing, distribution and promotional agreements. These include Gaiam becoming LIME's exclusive retail distributor of DVD programming and LIME becoming the exclusive broadcast distributor of new Gaiam's 'how to' programming. Gaiam will also promote LIME services in its catalogue publications and LIME will air advertising spots for Gaiam across its television and radio networks. Jirka Rysavy and Lynn Powers will join LIME's Board of Directors.

Gaiam, Inc. ( ) is a lifestyle media company catering to people who value personal development, natural health and inspirational entertainment. With the recently announced agreement to acquire GoodTimes Entertainment, Gaiam's home media will be carried by over 40,000 retail stores in the U.S., which will be the widest direct distribution coverage in the country for any content provider. Gaiam also expects to distribute 20 million catalogs per year and have approximately 7 million direct customers.

Revolution Living ( ) is headquartered in Washington, DC. It seeks to build businesses that help consumers lead more balanced lives, with a focus on healthy and sustainable living. It is a subsidiary of Revolution LLC, Steve Case's company that seeks to provide consumers with greater control, choice, and convenience. Revolution Living is the majority owner of Miraval: Life in Balance and LIME Media.

LIME ( ) is a multimedia lifestyle brand with multiple platforms devoted to delivering entertaining and insightful content to the growing worldwide community focused on leading a healthier, greener, and more balanced lifestyle. LIME is headquartered in New York City.

This press release includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "believe," "will," "should" or comparable terminology or by discussions of strategy. While the Companies believe their assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, introduction of new products and services, completion and integration of acquisitions, the possibility of negative economic conditions, and other risks and uncertainties included in the filings with the Securities and Exchange Commission. The Companies assume no duty to update any forward-looking statements.

The company will host a joint conference call today, August 4, 2005, at 2:30 p.m. MDT (4:30 p.m. EDT).

Dial-in No.: (888) 566-5774 Passcode: GAIAM

Additional guidance or information may be given on the conference call. A replay of the call will begin 1 hour after the end of the call and will continue until 5:00 p.m. E.D.T. on August 7th.

Replay No.: (800) 964-3814

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