HandHeld Entertainment and IMG Media Make the World’s Hottest Fashion ShowsAvailable for Download via ZVUE.com, HandHeld’s Downl

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Mercedes Australian Fashion Week, Mercedes-Benz Fashion Week at Smashbox Studios, and Olympus Fashion Weekfeature the hottest fashions from the world’s foremost designers

SAN FRANCISCO– May 19, 2005 – HandHeld Entertainment™ (OTC BB: HNDH), the maker of the ZVUE™family of mass-market portable media players, and IMG Media, a division of international sports, entertainment andmedia giant IMG, today announced that they have teamed to offer exclusive video access to the world’s hottestfashion shows.

HandHeld Entertainment will initially make three fashion weeks available for video download via ZVUE.com, includingMercedes Australian Fashion Week in Sydney, Mercedes Benz Fashion Week at Smashbox Studios in Los Angeles and OlympusFashion Week in New York. Designer fashion aficionados will get exclusive video access to fashion shows that are oftenonly experienced by industry buyers and retailers, editors and the world’s hottest celebrities.

“We feel that the video access to IMG’s fashion weeks through HandHeld Entertainment’s digital downloadstore will literally change the way people follow the fashion industry,” said Bill Squadron, Senior Vice Presidentof IMG Media. “We look forward to working with HandHeld Entertainment on this and other projects in the future.”

“Imagine taking your ZVUE to the mall to go shopping so you can compare and contrast the styles from the runwaybefore you make a purchase at the register,” said Jeff Oscodar, president and chief executive officer of HandHeldEntertainment. “It’s fashion at your fingertips.”

An overview of the three IMG Media fashion weeks that will be available for purchase from www.zvue.com as downloadablevideos is provided below.

Mercedes Australian Fashion Week (MAFW), www.afw.com.au

The MAFW is an industry only event typically made accessible exclusively to registered buyers, media and other fashionindustry representatives. It is attended by more than 100 designers from throughout the Asia Pacific region and fromAustralia, including:

Akira, Alannah Hill, Alex Perry, Alice McCall, AM Eyewear, Anna & Boy, Aurelio Costarella, Bare by Rebecca Davies, BettinaLiano, BOWIE, Camilla and Marc, Caravana, Charlie Brown, Cohen et Sabine, Fleur Wood, Funkulo by Sam Elsom, Gorman,Jayson Brunsdon, Josh Goot, Joveeba, Kirrily Johnston, Leona Edmiston, Lisa Ho Designs, Lover, Marnie Skillings, MaterialBoy, Matthew Eager, Nylon Flock by Nicola Finetti, One Teaspoon, Tight Knickers, Tina Kalivas, Toni Maticevski, WayneCooper, White Suede, World, Zambesi, and Zimmermann.

Mercedes-Benz Fashion Week at Smashbox Studios, 2006, www.mercedesbenzfashionweek.com

The Los Angeles-based Mercedes-Benz Fashion Week at Smashbox Studios Fall 2006 collections is an event that showcases thetop internationally recognized design talent from Los Angeles as well as nationally recognized brands such as AgentProvocateur and Collection Bebe. This year’s event attracted such A-list celebrities as Red Hot Chili Peppers’front man Anthony Kiedis, supermodel Brooke Burke, Carmen Electra, Cher, Jack Nicholson, Matthew Perry(from Friends), Mischa Barton (from The O.C.), Paris Hilton, American Idol judge Paula Abdul, Sarah McLachlan, andmany others.

Mercedes-Benz Fashion Week at Smashbox Studios is a breeding ground for cutting-edge design talent, with this year’sdesigns and designers including: Agent Provocateur, Alan Del Rosario, Anthony Franco, Antik Denim, Bradley Bayou, BuffaloJeans, Chulo Pony, Collection Bebe, Corey Lynn Calter, David Meister, Deborah Lindquist, Elsie Katz Couture, Iron, JenniferNicholson, Joseph Domingo, Juan Carlos Obando, Kara Saun, Kelly Nishimoto, Kevan Hall, Louis Verdad, Lourdes By PatriciaFistes-Adams, Meghan, Moda Management, Morphine Generation, Octavio Carlin, Oligo Tissew, Samora, Seduzioni Diamonds By Valeria Marini, Sue Wong, Taverniti So Jeans, Uriel Saenz, Voom, Ya Ya, Yana K and Yanuk.

Olympus Fashion Week, www.olympusfashionweek.com

Held in New York City from February 3-10, 2006, Olympus Fashion Week is one of the world’s leading fashion events. OlympusFashion Week video content for the ZVUE will include 10 four-minute features on designers, trends and the history of theshows, in addition to a 20-minute feature on the overall week.

This year’s Olympus Fashion Week designers included: Abaete, Adam + Eve, Akiko Ogawa, Alexandre Herchcovitch, AliceRoi, Anait Bian, Anna Sui, Atil Kutoglu, Baby Phat, Badgley Mischka, Betsey Johnson, Bill Blass, Calvin Klein, CarlosMiele, Carmen Marc Valvo, Carolina Herrera, Chado Ralph Rucci, Chaiken, Charles Nolan, Child Magazine, Custo Barcelona,Cynthia Rowley, Cynthia Steffe, Dana Buchman, Ddclab, Diane Von Furstenberg, Diesel, Dkny, Donna Karan, Dragana Ognjenovíc,Edun, The Heart Truth Red Dress Collection, Heatherette, Henry Jacobson, Iisli, James Coviello, Jason Wu, Jill Stuart,J Mendel, Joanna Mastroianni, John Bartlett, John Varvatos, Kai Milla, Kate Spade & Jack Spade, Kenneth Cole, Lacoste,Luca Luca, Malandrino, Malo, Manuel, Max Azria Collection, Michael Kors, Michael Wesetly, Milly By Michelle Smith, MoniqueLhuillier, Naeem Khan, Nanette Lepore, Oakley, Oscar De La Renta, Pamella Roland, Peter Som, Project, Runway, Ralph Lauren,Reem Acra, Richard Chai, Sass & Bide, Strenesse, Sweetface, Temperley London, Tibi, Tracy Reese, Twinkle, Vera Wang,Vivienne Tam, Willow, Wunderkind By Wolfgang Joop, Yeohlee, Y & Kei, Zac Posen and Zang Toi.

About the ZVUE

Available today in approximately 1,800 Wal-Mart stores around the United States, the $99 ZVUE plays videos and MP3 filesavailable from the ZVUE.com download store and also lets users view digital pictures from a digital camera or home videofrom a camcorder. The ZVUE offers full-color video and clear audio sound that gives users a robust, on-the-go digitalexperience when coupled with downloadable content from the ZVUE Web site.

About IMG

IMG is the world's premier Sports, Entertainment and Media Company. IMG is a diversified global business with two majorbusiness segments: IMG Sports & Entertainment, and IMG Media. IMG employs over 2,300 people in 30 countries. ForstmannLittle & Co. purchased IMG in 2004.

IMG Sports & Entertainment includes: consulting services; event ownership and management; fashion events and modelsrepresentation; licensing; golf course design; client representation in golf, tennis, baseball, broadcasting, hockey,football, European football, rugby, cricket, motorsports, coaching, Olympic sports and action sports. In addition, IMGAcademies are the world's largest and most advanced, state-of-the-art, multi-sport training and educational facility,delivering world-class sports training experiences to over 12,000 junior, collegiate, adult and professional athleteseach year.

IMG Media, which includes our content production subsidiaries TWI and Darlow Smithson Productions, is recognized as aglobal leader in the delivery of traditional and new media content and services, with Internet, broadband and mobileexpertise, transforming how audiences access and interact with content. IMG Media produces and distributes over 9,000hours of sports, documentary, docu-drama, entertainment, and popular factual content annually, over multiple platformsacross 200 countries, including award-winning television and radio programming. It also represents the broadcast rightsto many of the world's premier sporting events and has the world’s biggest sports archive with more than 200,000hours of footage.

More information about IMG is available at www.imgworld.com and www.darlowsmithson.com

About HandHeld Entertainment, Inc.

HandHeld Entertainment is a “pure play” digital-media-to-go company with a family of mass-market portablemedia players priced at mass-market prices as well as its own online video content store. Its ZVUE portable mediaplayers are available for purchase online and in more than 1,800 retail locations across the United States,while portable video lovers can visit ZTV (HandHeld Entertainment’s video content store at www.zvue.com) to buypay-per-download videos or download thousands of free media titles. For more information, visit www.hheld.comor call 415-495-6470.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

This release contains forward-looking statements. To the extent that any statements made in this release containinformation that is not historical, these statements are forward-looking. These statements are subject to risksand uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materiallyfrom those expressed or implied by these forward-looking statements. These risks and uncertainties include,without limitation: HandHeld Entertainment’s dependence on contract manufacturing of its products; its relianceon a single major mass-market retailer; its ability to develop and market successfully and in a timely mannernew products and services; its ability to predict market demand for, and gain market acceptance of, its productsand services; the impact of competitive products and services and of alternative technological advances; itsability to raise additional capital to finance its activities; its limited and unprofitable operating history;its ability to operate as a public company; its ability to reduce product return rates; the affect of inventoryand price protections required by major retailers; the availability and affordability of digital media content;its ability to protect its proprietary information and to avoid infringement of others’ proprietary rights; itsability to attract and retain qualified senior management and research and development personnel; thereliability and security of its information systems and networks; and other factors described in HandHeldEntertainment’s filings with the Securities and Exchange Commission, including Current Reports on Form 8-K.These forward-looking statements are made as of the date hereof. HandHeld Entertainment does not undertakeany obligation to publicly update any forward-looking statements. As a result, investors should not placeundue reliance on these forward-looking statements.

MEDIA CONTACTS:

David Politis, Politis Communications, 801-523-3730 (wk), 801-556-8184 (cell),dpolitis@politis.comor
Russell Page, Politis Communications,801-523-3730 (wk), 801-787-8435 (cell),rpage@politis.com.

INVESTOR CONTACT:

Robert Prag, The Del Mar Consulting Group, Inc., 858-794-9500,bprag@delmarconsulting.com

MEDIA CONTACT FOR IMG MEDIA:

Zach Eichman, IMG Fashion/IMG Media, 212-774-4307(wk),zeichman@imgworld.com

HandHeld Entertainment, ZVUE, ZTV, Pay ’n’ Play and ZVISION are trademarks of HandHeld Entertainment. All othertrademarks are property of their respective owners.

http://corporate.zvue.com/news/20060519.php