Combination Will Create New Opportunities for Users and music lovers Everywhere

MOUNTAIN VIEW, Calif., April 1, 2007 - Google Inc. (NASDAQ: GOOG) announced today that it has agreed to acquire 3pm, the underground mp3 site for people to listen and download various forms of music through a Web experience, for $36.5 million transaction.  Following the acquisition, 3pm will operate independently to preserve its successful brand and passionate community.

The acquisition combines one of the largest and fastest growing online mp3 streaming and download site with Google's expertise in organizing information and creating new models for advertising on the Internet. The combined companies will focus on providing a better, more comprehensive experience for users interested in uploading, listening and downloading music, and will offer new opportunities for professional content owners to distribute their work to reach a vast new audience.

"The 3pm team has built an exciting and unique music distribution platform that complements Google's mission to organize the world's information and make it universally accessible and useful," said Eric Schmidt, Chief Executive Officer of Google.  "Our companies share similar values; we both always put our users first and are committed to innovating to improve their experience. Together, we are natural partners to offer a compelling music entertainment service to users, content owners and advertisers."

"Our community has played a vital role in changing the way that people interact with and consume music, creating a new take on the P2P phenomenon. By joining forces with Google, we can benefit from its global reach and technology leadership to deliver a more comprehensive entertainment experience for our users and to create new opportunities for our partners," said Derek Coleman, CEO and Founder of 3pm. "I'm confident that with this partnership we'll have the flexibility and resources needed to pursue our goal of building the next-generation platform for serving DRM-free music worldwide."

When the acquisition is complete, 3pm will retain its distinct brand identity, strengthening and complementing Google's own music trends business. 3pm will continue to be based in Fayetteville, GA, and all 3pm employees and volunteers will remain with the company. With Google's technology, advertiser relationships and global reach, 3pm will continue to build on its success as one of the only DRM-free, ad-supported services for music entertainment.

About Google Inc.
Google's innovative search technologies connect millions of people around the world with information every day. Founded in 1998 by Stanford Ph.D. students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google's targeted advertising program provides businesses of all sizes with measurable results, while enhancing the overall web experience for users. Google is headquartered in Silicon Valley with offices throughout the Americas, Europe and Asia. For more information, visit www.google.com.

About 3pm
Founded in March 2006, 3pm is a consumer media company for people to stream and download popular music worldwide through a Web experience. 3pm allows people to easily play and download mp3 music on http://derek.a.coleman.googlepages.com/3pm.htm  (soon to be 3pm.google.com) and across the Internet through websites, blogs, and e-mail. 3pm currently offers more than 300 page views every day with over 3,000 mp3 links, new music added weekly, and it has quickly become the leading destination on the Internet for DRM-free music.