March 14, 2002, 12:00 AM

WHSmith to Create Online Digital Media Store

Kurt Peters

Senior Executive Editor

OverDrive Will Enable Protected Downloads of Music, Video and Audio Books Using Microsoft`s Windows Media format and Digital Rights Management Technology

LONDON and CLEVELAND, March 14 -- WHSmith, the UK`s largest books, stationery and magazine retailer, today announced plans to expand its award-winning online eBookstore into an online digital media store featuring DRM-protected downloads of audio books, music and video in the Microsoft(R) Windows Media(R) format. The award-winning site, ( http://www.whsmith.co.uk/ebooks ), which was recently voted `Best eBook Website` by Web User magazine, is powered by OverDrive, Inc., a leading provider of eBook, DRM and digital media marketplace technologies.

WHSmith.co.uk, which already has 2.1 million physical goods for sale online, will rollout the new digital inventory in phases. The company will first add audio books to its online product collection by early June 2002, followed by music, video, games and software. WHSmith expects to have its online digital media store fully operable by mid-October to take advantage of the Christmas season.

Using Microsoft`s Windows Media audio, video and digital rights management (DRM) technology, OverDrive will securely package each music, video and audio book title in WHSmith`s digital inventory. Shoppers will be able to instantly purchase and download products to personal computers, laptops, Pocket PCs and a variety of portable media players including over 350 million Windows Media Players distributed worldwide.

"The WHSmith online digital media store will be a one-stop shop for downloadable products, and will greatly enhance our product portfolio of physical goods," said Ross Beadle, Commercial Director, WHSmith.co.uk. "Through OverDrive`s partnership with Microsoft, a leader in DRM technologies, we can ease the minds of our suppliers through protected packaging of their content, while enabling our customers to easily and securely download the digital products they want."

Pamela Turner, Director of Content for OverDrive said, "The launch of an online digital media store by the trusted High Street name of WHSmith will have a real impact on the mainstream adoption of digital media. We have expanded OverDrive`s Content Reserve to collect leading audio book, music, video and software titles that will all be available for sale at the online media store at WHSmith.co.uk."

Dave Fester, General Manager, Windows Digital Media Division, Microsoft Corporation, commented, "Having WHSmith, one of the household names for retailing in the UK, pioneer a new online digital media storefront is significant step in the evolution of digital goods for consumers. This combined effort with WHSmith and OverDrive, illustrates how the quality, security and reach of Windows Media offers the foundation retailers need to build businesses around digital goods."

About WHSmith and WHSmith Online
With over 200 years of retail experience, WHSmith is one of the best-known retail brands in the UK, with leading companies in the areas of retailing, consumer publishing and news distribution. The company has over 1,500 stores world-wide employing 32,249 people in 13 countries and is the number one book and magazine seller in the UK. WHSmith PLC is listed on the London Stock Exchange (SMWH) and is part of the FTSE 250 index.

WHSmith Online is the interactive arm of multi-channel retailer WHSmith and offers 2.1 million products on its award-winning website. WHSmith.co.uk recently won the Gold Award for `Best eBook Website` by Web User magazine, a leading UK technology publication. In addition, WHSmith.co.uk was mentioned in the Henley Centre Survey as being the fourth `most trusted website in the UK`. In November 2001, WHSmith.co.uk was ranked 6th (by unique visitors) in the MMXI top 10 online retailers in the UK.

About OverDrive, Inc.

OverDrive, Inc. (www.overdrive.com ) is a leading provider of technology enabling the secure management and distribution of digital content over global networks. As a strategic partner with Microsoft Corporation (NASDAQ: MSFT) and Adobe Systems, Inc., OverDrive delivers proven technology for trusted fulfillment and resale of premium content from the world`s leading media companies. The OverDrive Digital Content Network is the premier distribution site for digital media on the Web. As a Principal Member of the Open eBook Forum (OeBF), OverDrive is strategically focused on driving specifications and standards for the emerging and rapidly evolving electronic publishing industry. The company was founded in 1986, and is headquartered in Cleveland, Ohio.

CONTACT:
Jennifer A. Jackson of OverDrive Inc.
216-573-6886 ext. 207
jjackson@overdrive.com

Joss Hastings of GCI
+0207-072-4158
jhastings@gciuk.com

Ross Beadle of WHSmith Online
+01865-336783
ross.beadle@whsmithonline.co.uk

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