Uproar Ltd. Reports Net Revenues of $2.77 Million, An 83 Percent Sequential Increase Over the Prior Quarter.

NEW YORK--(BUSINESS WIRE)--Nov. 2, 1999--

Uproar Ltd. (EASDAQ: UPRO), producer of the online entertainment site uproar.com, reported net revenues of $2.77 million for the third quarter ended September  30, 1999, a 484 percent increase over net revenues of $474,000 for the same period in 1998. Net loss for the quarter was $7.39 million, versus a net loss of $1.29 million for the prior year's third quarter.

Loss per share for the third quarter of 1999 was $0.64 versus $0.25 for the third quarter of 1999.

"We significantly grew our revenues this quarter while strengthening every aspect of our company, from our management team to the product to our balance sheet," said Kenneth Cron, chief executive officer of Uproar. "Looking ahead, we are focused on our long-term strategy to create a leading global broad-based  entertainment company with a strong online foundation. To that end, we are pleased with our launch of Family Feud, a marquee branded Pearson Television game show. In addition, our $10 million fourth quarter marketing campaign is underway, helping to build Uproar into a household name instantly associated with quality entertainment."

For the nine months ended September 30, 1999, Uproar reported net revenues of $5.28 million, a 479 percent increase as compared to $911,000 for the same period of the prior year. Net loss for the first nine months of 1999 was $33.41 million (including a $16.67 million first quarter one-time accounting adjustment related to the company's agreement with Pearson Television) while loss per share was $3.14 (including a first quarter $1.64 loss per share related to the company's agreement with Pearson Television) versus $0.68 for the same period in 1998.

Uproar's revenue growth in the third quarter was primarily due to both an increased number of advertisers and the expansion of advertising contracts. During the third quarter the number of advertisers increased 13.5 percent to 84, versus 74 advertisers in the second quarter. Additionally, during the third quarter, the average advertising contract increased 61.2 percent to $32,900 in revenue, as compared to an average of $20,400 per advertiser in the second quarter.

Operating expenses in the third quarter increased 45 percent over the second quarter of 1999. Changes in operating expenses were primarily due to increases in marketing expenses, increased product development, and increased administrative costs as the company established New York as a major operational headquarters.

Audience Growth and Usage

- Advertising impressions grew 35.6 percent to 575 million in the third quarter, up from 424 million in the second quarter of 1999;

- Uproar attracted 927,000 new registrations during the third quarter to end with a cumulative 3.58 million registered users;

Operations Highlights

- Uproar completed its public offering on EASDAQ (the European Association of Securities Dealers' Automated Quotation) during the quarter, raising approximately $31 million in capital;

- Uproar significantly strengthened its management team, appointing Kenneth Cron to the post of chief executive officer. Cron had previously been president of publishing at CMP Media Inc., which grew from a trade publisher into a publicly traded technology media company with revenues in excess of $500 million. Cron was part of the executive team that oversaw the company's $920 million sale in June 1999 to United News & Media;

- Chris Hassett, founder of both PrizePoint Entertainment, Inc. and PointCast, Inc., was named president of Uproar. Within three months of launching the Internet site prizepoint.com, it became the "stickiest" site on the Internet according to Media Metrix In June 1999, Uproar acquired PrizePoint. Hassett has an established record of building companies. As PointCast's President and CEO, Hassett recruited a top management team, led the company to first-year revenues of $18 million and established PointCast as a leading brand on the Internet. Hassett holds two U.S. patents and has received numerous industry awards including Business Week's "1996 Entrepreneur of the Year" and C|Net's "1996 Person of the Year."

Statements contained in this release that are not historical facts may contain forward-looking information with respect to the plans, projections or future performance of Uproar Ltd., the occurrence of which involve certain risks and uncertainties. Potential risks and uncertainties include, without limitation, demand for advertising; fluctuations in the number of users of the company's web sites; competitive pressures in the marketplace; reliance on attracting and retaining skilled professional staff; successful integration of acquired companies; significant fluctuation in quarterly operating results; Uproar's ability to manage its growth; reliance on key executives; and reliance on relationships with third parties. More information on potential factors that could affect Uproar's financial results are included in the company's filings with the European Association of Securities Dealers Automated Quotation (EASDAQ). -0-

                              Uproar Ltd
                 Consolidated Statement of Operations
                              (unaudited)
                  Prepared in accordance with US GAAP

                                       Three months   Three months
                                           ended          ended
                                  September 30, 1999 September 30, 1998

Revenue                                 $ 2,766,000      $ 474,000
Cost of Sales                          $ (1,090,000)    $ (307,000)
                                       -------------    -----------
Gross Profit                            $ 1,676,000      $ 167,000

Operating Expenses
Sales and Marketing                     $ 5,727,000      $ 938,000
Product Development                     $ 1,021,000      $ 169,000
General and Administrative              $ 2,268,000      $ 408,000
Non-recurring legal expenses              $ 103,000            $ -
Total Operating Expenses                $ 9,119,000    $ 1,515,000

Loss from Operations                   $ (7,443,000)  $ (1,348,000)

Asset impairment                                $ -            $ -
Exchange gain / (loss)                     $ 14,000       $ 14,000
Interest income, net                      $ 234,000       $ 42,000
Other income (expense) net               $ (191,000)           $ -
                                       -------------    -----------
Loss before taxation                   $ (7,386,000)  $ (1,292,000)

Provision for Income taxes                 $ (7,000)          $ -
                                       -------------    -----------
Net Loss                               $ (7,393,000)  $ (1,292,000)
                                       =============    ===========

Loss per Share                              $ (0.64)       $ (0.25)

Weighted average number of shares        11,574,013      5,173,345



                                        Nine months    Nine months
                                           ended          ended
                                  September 30, 1999 September 30, 1998

Revenue                                 $ 5,275,000      $ 911,000
Cost of Sales                          $ (2,180,000)    $ (610,000)
                                       -------------    -----------

Gross Profit                            $ 3,095,000      $ 301,000

Operating Expenses
Sales and Marketing                    $ 13,042,000    $ 1,776,000
Product Development                     $ 1,677,000      $ 530,000
General and Administrative              $ 4,680,000    $ 1,199,000
Non-recurring legal expenses              $ 430,000            $ -
Total Operating Expenses               $ 19,829,000    $ 3,505,000

Loss from Operations                  $ (16,734,000)  $ (3,204,000)

Asset impairment                      $ (16,674,000)           $ -
Exchange gain / (loss)                   $ (136,000)      $ 42,000
Interest income, net                      $ 421,000      $ 100,000
Other income (expense) net               $ (230,000)           $ -
                                       -------------    -----------
Loss before taxation                  $ (33,353,000)  $ (3,062,000)

Provision for Income taxes                $ (59,000)          $ -
                                       -------------    -----------
Net Loss                              $ (33,412,000)  $ (3,062,000)
                                       =============    ===========

Loss per Share                              $ (3.14)       $ (0.68)

Weighted average number of shares        10,650,076      4,504,664


     The results for all periods have been restated to reflect the
acquisition of Prize Point Inc. which was completed during the quarter
ended 30 June 1999 and accounted for as pooling of interests.


                              Uproar Ltd
                      Consolidated Balance Sheet
                              (unaudited)
                  Prepared in accordance with US GAAP

                                       September 30,   December 31,
                                           1999           1998
Current Assets:
Cash and cash equivalents              $ 22,554,000    $ 7,036,000
Accounts receivable, net                $ 1,891,000      $ 551,000
Short term deferred advertising         $ 3,796,000            $ -
Due from officers and employees                            $ 5,000
Other current assets                    $ 7,866,000      $ 277,000

Total current assets                   $ 36,107,000    $ 7,869,000

Property and equipment, net             $ 3,457,000    $ 1,112,000
Intangible assets, net                     $ 40,000       $ 47,000
Long term deferred advertising          $ 3,796,000            $ -
Security deposits                         $ 417,000       $ 83,000

Total Assets                           $ 43,817,000    $ 9,111,000

LIABILITIES AND
STOCKHOLDERS EQUITY

Current liabilities:
Current portion of capital lease
 obligation                               $ 103,000       $ 26,000
Accounts payable                        $ 2,154,000      $ 856,000
Other current liabilities               $ 1,534,000      $ 487,000

Total current liabilities               $ 3,791,000    $ 1,369,000

Long term portion of capital lease
 obligation                                $ 71,000       $ 15,000
                                                $ -
Total liabilities                       $ 3,862,000    $ 1,384,000

Commitments
Stockholders' equity:
Common Stock                              $ 592,000      $ 644,000
Additional paid-in capital             $ 83,240,000   $ 17,471,000
Foreign currency translation adjustment   $ (40,000)      $ 37,000
Retained earnings                     $ (43,837,000) $ (10,425,000)

Total stockholders' equity             $ 39,955,000    $ 7,727,000

Total liabilities and equity           $ 43,817,000    $ 9,111,000

                                              -              -

     The results for all periods have been restated to reflect the
acquisition of Prize Point Inc. which was completed during the quarter
ended 30 June 1999 and accounted for as pooling of interests.


                              Uproar Ltd
                 Consolidated Statement of Cash Flows
                              (unaudited)
                  Prepared in accordance with US GAAP

                                  Nine months ended     Year ended
                                  September 30, 1999  December 31, 1999

Cash from operating activities:
Net Income                            $ (33,412,000)  $ (5,830,000)

Adjustments to reconcile net income to
  Net cash used in operating activities:

Depreciation and amortization             $ 480,000      $ 183,000
Accounts receivable provision              $ 50,000            $ -
Net book value of fixed assets disposed   $ 131,000            $ -
Stock compensation                        $ 420,000        $ 3,000
Asset impairment charge                $ 16,674,000            $ -
Increase in trade receivables          $ (1,390,000)    $ (302,000)
Increase in other current assets       $ (7,584,000)    $ (201,000)
Increase in other assets                 $ (334,000)           $ -
Increase in trade accounts payable      $ 1,298,000      $ 711,000
Increase in accrued expenses and other
 current liabilities                    $ 1,047,000      $ 341,000
Net cash used in operating activities $ (22,620,000)  $ (5,095,000)

Cash flows from investing activities:
Purchase of property and equipment     $ (2,780,000)    $ (931,000)
Purchase of intangible assets                   $ -      $ (42,000)
Proceeds of sale of fixed assets           $ 27,000            $ -
Net cash used in investing activities  $ (2,753,000)    $ (973,000)

Cash flows from financing activities:
Proceeds from the issuance of  common
 stock                                 $ 41,587,000   $ 10,767,000
Direct share issuance costs              $ (556,000)           $ -
Principal payments on debt and leases     $ (53,000)     $ (11,000)
Net cash provided by financing
 activities                            $ 40,978,000   $ 10,756,000

Effect of exchange rate on cash           $ (87,000)       $ 6,000
Net decrease in cash and cash
 equivalents                           $ 15,518,000    $ 4,694,000

Cash and cash equivalents at the
 beginning of year                      $ 7,036,000    $ 2,342,000

Cash and cash equivalents at the end
 of year                               $ 22,554,000    $ 7,036,000

The results for all periods have been restated to reflect the acquisition of Prize Point Inc. which was completed during the quarter ended 30 June 1999 and accounted for as pooling of interests.