Headliners to Offer Microsoft Content for It's Portable Media Centers.

MONTCLAIR, N.J. -- Headliners Entertainment Group, Inc. (OTCBB:HLNR) announced today that it will supply Microsoft Corp. (Nasdaq: MSFT) with content from it's library of stand up comic and to start taping the comics of tomorrow for Microsoft's new Portable media Centers. Microsoft Corp. (Nasdaq: MSFT) at 2005 International CES made three announcements yesterday about how it will significantly increase the flow of digital video to Windows Mobile(TM)-based devices, such as Portable Media Centers and select Smartphones and Pocket PCs.

The announcements highlighted a collaboration with TiVo Inc. (Nasdaq: TIVO) to deliver recorded television to Portable Media Centers and Smartphones and Pocket PCs equipped with Windows Media(R) Player 10 Mobile; an alliance with MTV Networks to deliver digital programming; and the unveiling of MSN(R) Video Downloads, one of the first portable TV services, which will make TV shows and other video clips available to Windows Mobile-based portable devices from more than a dozen sources including FOX Sports, CNBC, MSNBC and Food Network.

"We've declared our vision of enabling digital entertainment anywhere, and today we are delivering three more solutions to make that possible," said Blair Westlake, corporate vice president of the Media/Entertainment & Technology Convergence Group at Microsoft. "Portable Media Centers are creating a new opportunity to take video, photos and music anywhere, and Microsoft's work with TiVo, MSN Video Downloads and MTV greatly expands the video content available for these devices. Now if you want to watch video on the go, you have several more programs to choose from."

TiVoToGo(TM): TV Whenever, Wherever People Want It

On Jan. 3, TiVo began rolling out its TiVoToGo(TM) feature, allowing subscribers using a TiVo(R) Series2(TM) stand-alone digital video recorder (DVR) to transfer their recorded programs to a Windows(R) XP-based PC. An update coming soon to TiVoToGo will enable easy transfer and playback on Windows Mobile-based devices, including Portable Media Centers, Pocket PCs and Smartphones. TiVo expects TiVo Series2 subscribers to have access to the TiVoToGo software and be able to transfer to portable devices within the next 60 days.

"We share the same excitement about innovation and entertainment as Microsoft," said Brodie Keast, executive vice president and general manager of the TiVo service. "When we launched TiVo, it changed the way people thought about when they would watch their favorite shows - from prime time to anytime. When Microsoft launched Portable Media Centers, it changed the way people thought about where they want to watch their favorite shows -- from the living space to anyplace. This gives both of our customers the best of both worlds -- the opportunity to watch their favorite programming anytime, anywhere."

By connecting a TiVo Series2 DVR to a home network, subscribers can transfer their favorite programs to a Windows XP-based PC, then use Windows Media Player 10 to transfer the shows to a Portable Media Center, Windows Mobile-based Smartphone or Pocket PC to take with them wherever they like.

"TiVo and Microsoft came together because we know that people want entertainment that is personal and portable," said Todd Warren, corporate vice president of the Devices, Services and eXperience Group at Microsoft. "TiVo helped reinvent the way people think of television. This solution to take TiVo on the go on Windows Mobile- based devices such as Portable Media Centers, Pocket PCs and Smartphones gives people the freedom to choose where they want to watch their favorite recorded television programs."

MSN Video Downloads: One Stop for More Choices of Online Content

MSN Video Downloads is designed to keep people better entertained and informed no matter where they are. With great content such as sports highlights, news headlines, children's programming, music videos, independent films and comedy shows, MSN Video Downloads is the first online video download service dedicated to portable entertainment. Starting tomorrow, consumers can participate in a preview of the service and access videos from more than a dozen partners.

"This is a great example of the strengths Microsoft brings to making more digital entertainment accessible to more people," Warren said. "Microsoft is uniquely positioned to work with content providers to deliver secure videos, has the best platform for transferring that content from the computer, and the best devices to enjoy video on the go. We hope other video providers see this as the first step to creating a new delivery channel for their programming." MSN Video Downloads, available at http://video.msn.com/downloads , will offer free, trial and paid memberships. Digital videos are downloaded daily to a Windows Media Player 10 library, ready to be synchronized with Portable Media Centers. The video content is compliant with PlaysForSure(TM) devices, optimized for Portable Media Centers, and compatible with Smartphones and Pocket PCs that support video. (Full Smartphone and Pocket PC optimization will be enabled at a later date.) A one-year premium membership to the MSN Video Downloads service with access to all available videos costs $19.95 (U.S.). In addition, people can access a limited amount of free content without a paid membership.

"We are excited to make our best-of-breed content available for downloading to mobile devices through MSN Video Downloads," said John Smelzer, vice president of business development at FOX Sports Interactive Media. "It is our goal to reach our viewers on whatever platform they happen to be using, from the pinnacle of television to broadband Internet, mobile phones and now Portable Media Centers. Microsoft and MSN are the perfect allies to help us achieve that goal."

The following programming will be available on MSN Video Downloads:

--  CNBC. Business news headlines and specialty news shows, updated
    several times a day

--  MSNBC. News headlines updated throughout the day, as well as
    segments from NBC News including "Today," "Nightly News with Brian
    Williams" and "Dateline NBC"

--  FOX Sports. In-depth news, analysis and unparalleled national and
    regional coverage of the National Football League, Major League
    Baseball, NASCAR, the National Basketball Association, and select
    college basketball and football highlights, as well as FOX Sports
    Net (FSN) original programming including "Best Damn Sports Show
    Period" and "Beyond the Glory"

--  COOKIE JAR Entertainment. Children's programs such as "Paddington
    Bear," "Animal Crackers" and others

--  Home and Garden Television. Selected programs featuring
    remodeling, home-building, design and decorating, kitchen and bath
    to enhance a home's curb appeal

--  DIY Network. Videos about home improvement, crafts, hobbies,
    indoor- outdoor living, and kitchen and bath remodeling

--  Food Network. Fun and interesting videos featuring grilling tips,
    ideas for entertaining, healthy eating, quick and easy recipes,
    and pop-culture food specials

--  FINE LIVING. Inspiring programs featuring travel destinations,
    mind and body enrichment, ideas for entertaining, home design as
    well as videos for automobile enthusiasts

--  IFILM Corp. Movie trailers, short films and exclusive videos Want
    Media. Music videos, live concerts, Broadway shows, extreme sports
    and motor sports programs, full-length films from independent
    filmmakers and underground cinemas

--  Headliners Entertainment Group Inc. (OTC BB: HLNR). Operator of
    Rascals Comedy Clubs presents a selection of comedy clips from
    Rascals Comedy Classics, including performances from popular stars
    like Tim Allen, Rosie O'Donnell, Drew Carey and Ray Romano. Only
    Rascals can bring viewers comedy superstars, before they were
    stars and the breaking stars of tomorrow, today.

--  BreakTV. Behind-the-scenes footage and excusive interviews with
    TV's hottest celebrities

--  TotalVid. Action sports clips including surfing, snowboarding,
    climbing, BMX, mountain biking, kite-surfing, motocross,
    skateboarding, windsurfing and whitewater rafting

MTV Networks: Putting Pop Culture Video at the Consumer's Fingertips

MTV Networks (MTVN) and Microsoft Corp. announced a strategic agreement to cooperate on several long-term digital media initiatives, including bringing MTVN entertainment programming and brands such as MTV, VH1, CMT and Comedy Central to Portable Media Centers. As part of the alliance, MTVN will develop programming and entertainment offerings to be made available through multiple new distribution points, including microprogramming for Portable Media Centers that will include news features, musical performances and other entertainment content.

With the support of Microsoft, MTVN will roll out these new digital entertainment offerings over the course of the coming year. MTVN will utilize key Microsoft(R) technologies, including Windows Media Audio and Video and Windows Media Digital Rights Management 10, with the intent to deliver new services including a PlaysForSure-compliant MTVN digital music service with portable subscription capabilities available in Windows Media Player 10's Digital Media Mall and regular MTVN content for download to Portable Media Centers.

A Complete Entertainment Package on the Go

A growing category of mobile devices is now enabling video playback for a total multimedia experience. Portable Media Centers are the latest in portable entertainment using Windows Mobile-based software. Portable Media Centers let people take digital videos, recorded TV shows, music and photos from any Windows XP-based PC with them anywhere, anytime. In addition to Portable Media Centers, new Windows Mobile-based Smartphones such as the Audiovox SMT5600 and Pocket PCs such as the Dell Axim X50 and HP iPAQ RX3715 support video playback. Details about the portable video devices follow:

--  Portable Media Centers are handheld multimedia players that carry
    music, video and pictures with consumers when they are on the go.
    Specific models available are these:

    --  Creative Zen Portable Media Center, MSRP $499

    --  iRiver PMC-120, MSRP $499; iRiver PMC-140, MSRP $649

    --  Samsung YH-999 Portable Media Center, MSRP $499

--  Windows Mobile-based Smartphones offer the same great
    functionality of a mobile phone, but also allow users to access
    their calendar, contacts and inbox. In addition to being great
    phones and messaging devices, they enable users to listen to
    music, play games, watch videos and surf the Internet. The
    Audiovox SMT5600, which includes Windows Media Player 10 Mobile,
    is offered by Cingular Wireless LLC, has a built-in 1.2-megapixel
    camera and Bluetooth(R) wireless capabilities, and is the world's
    smallest Windows Mobile-based Smartphone.

--  Windows Mobile-based Pocket PCs offer users increased productivity
    and entertainment capabilities with Pocket versions of Microsoft
    Office Word and Microsoft Office Excel and access to the Internet.
    They enable users to play video games, listen to music and watch
    videos. The Dell Axim X50 features 128 MB of storage, a 624MHz
    processor, and Wi-Fi and Bluetooth capabilities.

About Windows Mobile

Windows Mobile software for Pocket PCs, Smartphones and Portable Media Centers reduces the complexity and constraints that hobble the flow of personal and business communications while also enabling people to enjoy rich media experiences. With Windows Mobile, individuals and organizations are empowered to achieve their productivity goals and also realize the excitement of the digital lifestyle -- from music and memories to TV, movies, gaming and communication. More information can be found at http://www.windowsmobile.com.

About Windows Mobile-Based Portable Media Centers

Windows Mobile-based Portable Media Centers are handheld entertainment devices that make it easy to store and play recorded television, movies, home videos, music and photos transferred from a PC with Windows XP. Consumers can watch and listen to their favorite entertainment anytime and anywhere - in the palm of their hand or through a TV or stereo. It's simple for consumers to sync music, video and pictures from the PC with Windows Media Player 10, and fast and easy for them to find the entertainment they want to play on their device. Portable Media Centers also support Windows Media Audio and Video in addition to other leading file formats, so consumers can choose from a wide range of music, videos and pictures. About TiVo

Founded in 1997, TiVo, a pioneer in home entertainment, created a brand new category of products with the development of the first digital video recorder. Today, the Company continues to revolutionize the way consumers watch and access home entertainment by making TiVo the focal point of the digital living room, a center for sharing and experiencing television, music, photos and other content. TiVo connects consumers to the digital entertainment they want, where and when they want it. The Company is based in Alviso, Calif.

About MTV Networks

MTV Networks owns and operates the cable television programming services MTV: Music Television, MTV2, mtvU, Nickelodeon/Nick at Nite, TV Land, VH1, CMT: Country Music Television, and Spike TV, as well as The Digital Suite from MTV Networks, a package of thirteen digital services, all of which are trademarks of MTV Networks. MTV Networks also operates and offers joint ventures, licensing agreements and syndication deals whereby its programming can be seen worldwide.

About Microsoft

Founded in 1975, Microsoft is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

NOTE: Microsoft, Windows Mobile, Windows Media, MSN, Windows and PlaysForSure are either registered trademarks or trademarks of Microsoft Corp. in the United States and/or other countries.

Bluetooth is a trademark owned by the Bluetooth SIG Inc. and any use of such marks by Microsoft Corp. is under license.

TiVo is a registered trademark, and Series2 is a trademark, of TiVo Inc.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

About Headliners Entertainment Group Inc.:

Headliners owns and operates Rascals Comedy Club one of the premier comedy clubs in the United States, drawing upon its respected national recognition and rich history of providing the highest quality comedic entertainment in the industry. Currently, the company prides itself on its ability to employ successful entertainers at its growing chain of venues, both in its stand-alone and hotel-based operations. The company is also its final stage of an acquisition of 6 dance clubs to add to its revenue.

For further information, visit www.rascalscomedyclub.com or contact Ed Rodriguez at 973-233-1233

The information in this Press Release includes certain "forward-looking" statements within the meaning of the Safe Harbor provisions of Federal Securities Laws. Investors are cautioned that such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will provide to be correct. Factors that could cause results to differ include, but are not limited to successful performances of internal plans, the impact of competitors, and general economic risks and uncertainties.