POW! Entertainment and Stan Lee Prepare for Counter-Suit against Valcom, Inc. for Fraud.

BEVERLY HILLS, Calif. -- POW! Entertainment, Inc. (Pink Sheets:POWN) today issued the following statement:

"Valcom issued a press release on September 17 regarding a lawsuit it filed against Stan Lee and POW! Entertainment. Valcom's description of its dealings with POW! and

"POW! and Valcom entered into a letter of intent ("LOI") for the formation of a joint venture ("JV") to develop film projects with Valcom funding. After repeated failures by Valcom to discharge its obligations, POW! terminated the relationship. Among its other failures, Valcom failed to provide the agreed funding - Valcom made only 3 of the required 24 overhead payments (its very first check bounced), and paid literally none of the development money contemplated by the LOI.

"The LOI provided that any projects for which Valcom funded development would be handled through the JV. Before POW! terminated the relationship with Valcom, POW! repeatedly offered Valcom the opportunity to participate in any projects POW! had, including future projects that might be developed and presented to Disney. Valcom never accepted POW!'s offers and never provided development money for any project. In the face of Valcom's lack of interest and lack of performance, and after terminating the relationship with Valcom, POW! proceeded on its own.

"The LOI, drafted by Valcom, says explicitly that it is not binding. Valcom was to draft a binding JV agreement, but never did. Valcom has filed for bankruptcy protection, and in the bankruptcy court has sued POW! (and Stan Lee) regarding the failed JV. POW! will file a countersuit in the very near future, alleging, among other things, that Valcom deceived POW! into entering the JV relationship to begin with, because Valcom never had the money necessary to perform its obligations in that JV and had no reasonable basis for believing that it could perform."

POW! (Purveyors of Wonder) Entertainment Inc. (Pink Sheets:POWN), an advanced media and entertainment company, was founded by world-famous comic book and motion picture icon Stan Lee, together with award-winning producer Gill Champion and intellectual property specialist Arthur Lieberman, Esq. POW!'s principals have extensive backgrounds in the entertainment industry encompassing the creation, production and licensing of original intellectual properties, including some of the most successful entertainment franchises of all time. POW!, capitalizing on this combined expertise, specializes in franchises for the entertainment industry, including animation and live-action feature films, plus television, DVDs, video games, merchandising, and related ancillary markets, all of which contribute to global expansion. POW! partners with other individuals and entities of entertainment's top echelon, including studios and networks, in the creation, licensing and distribution of new POW! character franchises. In some cases, POW! creates "custom-tailored" properties for a specific star or director.