World Wrestling Federation superstar “The Rock” battles
                           the desert on your computer in The Scorpion King CD
                           Cardz set. This CD Cardz set is based on Universal
                           Pictures’ April 2002 release of The Scorpion King, the
                           prequel to The Mummy film franchise. The Scorpion King
CD Cardz set appeals to fans of both the blockbuster trilogy and the WWF.

This action-packed set includes CD Cardz for Mathayus (Dwayne “The Rock” Johnson),
Cassandra (Kelly Hu), Balthazar (Michael Clarke Duncan), and Memnon (Steven Brand).
Each of the CD Cardz contains animated character postcards that can be e-mailed to
friends and fans, fun facts about the character and the actor, a gallery of photos from the
                      movie, and the movie trailer. The Cardz feature an Egyptian-
                      themed game where users uncover ancient Egyptian artifacts that
                      lead to a hidden tomb and a special screensaver.

                     The film, a spin-off of The Mummy series, is based on the
                     character first introduced by The Rock in last year’s The Mummy
                     Returns, the sequel that jump-started the summer movie season
                     on May 4, 2001 with a record-breaking, non-holiday opening
                     weekend box office gross of $68.1 million and to date has grossed
                     over $426 million dollars worldwide.

                                                                         AVAILABLE NOW

With great power there must also come great
responsibility. With these great Spider-
Man™ CD Cardz come: the movie trailer, four
exclusive screen savers, bios on the
characters and the actors who play them, cool storyboard art, and
postcards that can be e-mailed to fans and friends. In fact, the
only thing these CD Cardz don’t come with is “Spidey Sense.”

Teaming with genetically enhanced arachnids, this set of four CD
Cardz features the web-slinging superhero Spider-Man™ (Tobey
Maguire), his main squeeze Mary Jane Watson (Kirsten Dunst),
his archenemy The Green Goblin (Willem Dafoe), and Harry
Osborn (James Franco) the son of the Green Goblin.

Directed by Sam Raimi (“The Evil Dead Trilogy”), the Sony
Pictures Entertainment release Spider-Man™ broke records with it’s opening weekend
box-office results.

                                                                         AVAILABLE NOW

 SERIOUSUSA.COM                                                          SERIOUS CD CARDZ
                           Save the universe, again. Action hero/hip-hop artist Will Smith,
                           Oscar winner Tommy Lee Jones and a cast of extra-terrestrials
                           are featured on Men in Black II CD Cardz, based on the May
                           2002 Sony Pictures Entertainment hot new movie. These CD
Cardz are great for all the ‘men and women in black’ sitting at home, helping them keep
track of the universe from their computer.

The Men in Black II CD Cardz set features four CD Cardz
including Agent Jay (Will Smith), Agent Kay (Tommy Lee Jones),
Serleena (Lara Flynn Boyle), and Frank the Pug (voice of Tim
Blaney). Each of the Cardz contains cool MIB quotes, pre-
production concept art and interactive three dimensional
renderings, photos from the movie, information on the characters
and the actors who play them, postcards to e-mail, an exclusive
screensaver, and lots and lots of Aliens.

Also directed by Barry Sonnenfeld, the original Men in Black was
one of the top grossing movies of 1997.
                                                                  IN STORES JUNE 2002

                         Stuart Little has leapt off the pages of EB White’s novel and
                         onto the silver screen. Now, you too can root for the little guy
                         as he tackles big responsibility on your computer. Serious
                         USA is pleased to be the official licensee of CD Cardz for
Sony Pictures Entertainment’s Stuart Little 2.

This collectible set includes CD Cardz for Stuart, Margalo, the Little Family, and George
Little. Each of the Cardz contains a bio with interesting facts about the character and the
actor, a photo gallery with images from the movie, the movie trailer, a character specific
screensaver, e-mailable imagery, “do-it-yourself” artwork, and hyperlinks to the web.
Cardz are designed so that children can use them with or without parental involvement.
The Cardz remember individual users, so friends can compare experiences. Each of the
Stuart Little 2 CD Cardz is a different journey and each journey can be explored from
multiple perspectives. For example: if a user chooses to be Stuart-
sized, everything on the journey will be much larger than if the user
chooses to be human-sized. Hidden spots on the journey lead to
new sections where users can compare their heights with Stuart,
dress characters in fun outfits, learn to spell words, compare and
contrast images, and more.

Stuart Little 2 hits theaters July 19, 2002, starring Geena Davis
and the voices of Michael J. Fox, Melanie Griffith, Nathan Lane, and
Christopher Walken. The original Stuart Little movie grossed more
than $140 million making it one of the top grossing films of 1999.
                                                                  IN STORES JULY 2002

 SERIOUSUSA.COM                                                          SERIOUS CD CARDZ
Enter the Island of Lost Dreams and help the Cortez
family recover the Transmooker device without ever
getting out of your chair. The premiere set of Spy Kids
2 CD Cardz features Carmen and Juni Cortez and their
enemies, Gertie and Gary Giggles. Each of the Cardz is packed with facts and info on
                     the characters and the actors, contains galleries of gadget-filled
                     photos, the movie trailer, character specific screensavers, and
                     photos that kids and parents will be able to email from the Cardz to
                     their friends and family.

                    This sequel to the 2001 blockbuster stars Antonio Banderas. The
                    first Spy Kids movie grossed more than $112 million. Serious USA
                    is pleased to be the official licensee of CD Cardz for this Miramax
                    film. Spy Kids 2 hits theaters August 7, 2002.
                                                                IN STORES JULY 2002

 SERIOUSUSA.COM                                                        SERIOUS CD CARDZ
                              Buffy The Vampire Slayer™ CD Cardz help users battle
                              demons and guard inter-dimensional gates with
                              Sunnydale denizens Buffy Summers (Sarah Michelle
                              Gellar), Willow Rosenberg (Alyson Hannigan), Xander
                              Harris (Nicholas Brendan), and Spike (James Marsters).
                              These CD Cardz are the only officially licensed product
                              from the series that has episode highlights from Season 5.
                              Each of the Cardz contains an episode clip featuring the
Cardz’ character, character profiles, photo galleries, series theme music, a screensaver,
and “The Buffy Challenge” – a quiz that tests just how serious a Buffy fan you are.

                     Buffy CD Cardz sets appeal to the enormous following of the
                     Buffy The Vampire Slayer television show. Currently, Buffy the
                     Vampire Slayer is shown on Fox and UPN, the FX network and
                     syndicated locally. Expect Set 2 this September, the essential
                     Back-to-School accessory.

                                                         AVAILABLE NOW

                          The dinosaurs are in town and on your computer with
                          Jurassic Park III CD Cardz. These entertaining Cardz are
                          full of information about the four dinosaurs: Stegosaurus, T-
                          Rex , Pteranodon, and Velociraptor. Jurassic Park is one of
                          the most successful film franchises in history. Serious CD
                          Cardz take you inside the park for a closer look at these
                          magnificent prehistoric beasts.

Each of the Jurassic Park III CD Cardz features a world of
information and fun about a specific dinosaur and includes:
    ! Photos and a trailer from the blockbuster movie
    ! An exciting timeline game that teaches you about the
       history of these creatures
    ! A chance to paint your own dinosaur
    ! Realistic dinosaur sound effects
    ! A fossil dig
    ! Dinosaur stats
    ! Hyperlinks to dinosaur information on the Web

The Jurassic Park series, created by Steven Spielberg, generated more than $ 919
million at the box office. Jurassic Park III starred Tea Leoni, Sam Neil, and Laura Dern.

                                                                    AVAILABLE NOW

 SERIOUSUSA.COM                                                        SERIOUS CD CARDZ
                             Follow Frodo and friends on their journey through Middle-
                             earth. Each of the four CD Cardz features a different trailer
                             from the movie. Activities on the Cardz are accompanied

                     by music from the movie’s soundtrack and hidden pictures on each
                     card lead to an exclusive The Lord of the Rings: The Fellowship
                     of the Ring screensaver. Like the movie, the Cardz take you to
                     fantastic magical places and introduce you to bizarre creatures.
                     When Frodo uses “The One Ring” in the movie, it sends a signal to
                     the evil Ring Wraiths. When the ring is used on the CD Cardz, it
                     also summons the Ring Wraiths.

                     The Lord of the Rings: The Fellowship of the Ring CD Cardz
                     set features Frodo, Aragorn, Gandalf, and the Ring Wraiths.
Collectors and fans alike will enter the world of J.R.R. Tolkien as never before.

The Lord of the Rings: The Fellowship of the Ring has grossed more than $205
million. The all-star cast includes Elijah Wood, Ian McKellen, Cate Blanchett, Liv Tyler,
Viggo Mortensen, and Christopher Lee.
                                                                     AVAILABLE NOW

Be a Medafighter! Help train Metabee, Rokusho,
Sumilidon, and Brass!

Medabots CD Cardz bring the Medabots to life on
your computer. This set of four Medabots CD Cardz
features separate Cardz for Metabee, Rokusho, Sumilidon, and Brass.

                    Each Medabot’s card comes with:
                       ! Images of the Medabot and its trainer
                       ! Posters you can print
                       ! Clips from the TV show
                       ! Wallpaper for your computer
                       ! The chance to re-construct the character from spare parts.

                    Will you be ready for the next Robattle Championship?
                                                                     AVAILABLE NOW

 SERIOUSUSA.COM                                                          SERIOUS CD CARDZ
                     Enter a world that celebrates the human imagination. Crossover
                     into a dimension where what’s real is subjective. Leap into the
                     gap between science and fantasy. Enter the world of The Outer
                     Limits CD Cardz. “We will control all that you see and hear."

                       This set features I, Robot starring Leonard Nimoy, Re-Generation
starring Kim Catrall, Final Appeal starring Charlton Heston, and The Sentence starring
David Hyde Pierce. Hidden on each of the Cardz is information about one of four
episodes from the original 1960s series: Zanti Misfits, Sixth Finger, I, Robot, and

Each of The Outer Limits CD Cardz contains:
   ! Episode teaser
   ! Interactive narration
   ! Theme music from the 1960s TV show
   ! Image bank
   ! Audio/Visual vault
   ! Stats on the Episode, the cast and the crew
   ! Music from the original 1960s broadcast of the show
   ! Episode specific trivia
   ! Hidden Outer Limits “Time Warp”
   ! Exclusive screensaver
                                                                   AVAILABLE NOW

Travel across galaxies in an instant and save the
world from destruction. An ancient portal to alien
planets has been discovered. Join Colonel
Jonathan O’Neill (Richard Dean Anderson), Major
Samantha Carter (Amanda Tapping), Teal’C
(Christopher Judge), and Egyptologist Daniel Jackson (Michael Shanks) with this set of
Serious CD Cardz.

                   The only officially licensed interactive Stargate SG-1 product, each
                   of the CD Cardz includes:

                       !   Character stats
                       !   A character specific episode clip
                       !   A photo gallery
                       !   “Serious Says” – an interactive game
                       !   An exclusive screensaver
                       !   Actual story boards from the series

                                                                   AVAILABLE NOW

 SERIOUSUSA.COM                                                        SERIOUS CD CARDZ
This limited edition CD Cardz set captures your
imagination and brings you to a world where
chaos rules and evolution has gone haywire.
Insert CD Cardz and enter the Planet of the

This seven card set features Leo (Mark
Wahlberg), Ari (Helena Bonham Carter), Attar
(Michael Clarke Duncan), Daena (Estella Warren), Limbo (Paul Giamatti), Thade (Tim
Roth), and Krull (Cary-Hiroyuki Tagawa).

Each of the Planet of the Apes CD Cardz contains:

   !   An interactive cacophony of ape sounds
   !   Samples from the Grammy nominated soundtrack
       by Danny Elfman
   !   Character stats
   !   7 different exclusive screensavers
   !   The movie trailer
   !   Photos from the film

Go Ape!!!
                                                                   AVAILABLE NOW

                               Dateline: 2065, aliens are invading earth. Aki, Dr. Sid,
                               General Hein and Gray Edwards are the planet’s only
                               hope of eliminating the alien predators. Serious USA
                               brings the members of the Deep Eyes Squadron to you
                               in this set of four Final Fantasy CD Cardz.

                    Each of the Cardz contains:
                       ! The original movie trailer
                       ! Character stats
                       ! A photo gallery
                       ! An exclusive screensaver
                       ! Samples from the soundtrack by Elliot Goldenthal
                       ! An interactive puzzle
                       ! 3-D graphics of Final Fantasy Vehicles and Gear

                                                                   AVAILABLE NOW

 SERIOUSUSA.COM                                                        SERIOUS CD CARDZ

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